Research On Legal Issues Of Equity Inheritance Of Limited Liability Company

Equity, which is also named shareholder rights, has two explanations in narrow and broad area separately. However, as basic theory is that shareholders achieve equity in the form of capital contribution to the company, therefore, they achieve their purpose of business. It has the characteristics of property, negotiability, etc. There are lots of theories about the nature of the equity in the legal science, such as the "theory of ownership", " theory of membership rights", " theory of obligatory rights", " theory of equity independent new rights ", etc. Limited liability company equity inheritance is a specific behavior due to the death of the natural person shareholder in the remaining process of the company. Since the transfer of shares involved in the inheritance law and company law, lots of discussions occurred on the issue of equity can be inherited and how to inherit. This topic mainly concentrated in the relations of human joining and the equity inheritance of the limited liability company, such as whether the equity inheritance is a negative to the humanity of the company or not; if the stock right inheritance was affected by the humanity of the limited liability company, then, how can it embody the respect to the humanity of the limited liability company in the design of the equity succession, etc.The clause 75 of the Company Law of the People’s Republic of China regulate the issue of the equity inheritance of the limited liability company: “if the natural shareholder dies, his lawful inheritor can inherit the shareholder qualification unless there are other regulations of the articles of association.” This clause provides the basis of the legislation of the succession issues after the death of the natural shareholder, in addition, the provisions of the company law has given the priority for the apply right of the company’s articles of association in the equity inheritance, however, it does not define whether the company’s articles of association can stipulate the scope and the procedure of the equity inheritance with freedom, thereby equity succession related issues in practice are still in the condition of lack of guidelines. In reality, when the qualification Inheritance shareholder occurs, if the number of the shareholder are not according to the regulation of the law or there is no shareholder, this is defined as the blank in the legislation.In this essay, first of all by describing of the definition and the characteristics of the stock rights of the limited liability company, analyze the suitability of the equity as the objective of inheritance and the relations of human joining and the equity inheritance theoretically, and focus on the analysis of the company law in our country about the equity inheritance regulations. As the conclusion, it enumerates and analyzes the situations of some special equity succession cases in daily practice to present the opinions and the advice of the author.