On The Equity Of The Limited Liability Company Inherited

Article 76 of new Corporate Law stipulates on the shareholder's right to inherit in limited company as follows: After the death of a natural person shareholder, his lawful inheritor may inherit the shareholder's qualifications, unless it is otherwise prescribed by the articles of association. Therefore, after the death of a natural person shareholder, his inheritor may inherit the shareholder's qualifications, and if otherwise prescribed by the articles of association, whether the inheritor may inherit the shareholder's qualifications shall be in conformity to them. However, considering the history and national condition of our country, inheriting from farther has always been regarded as perfectly justified, thus the possibility for remedy in advance in the articles of association is obviously not big, let alone stipulating how to inherit his right after the death of shareholder in the articles of association in the beginning of setting up a company, which is not conformity with the tradition of the Chinese people. Most of limited companies do not think of how to operate until the problem of inheritance emerges. The author believes that Corporate Law of our country should definitely stipulate that inheritor can inherit the shareholder's qualifications (rights of identity and duty based on the authorization of articles of association are excluded, which can not be inherited even if in stock company), unless it is otherwise prescribed by the articles of association or agreement of shareholders. Such inheritance, to more extent, is based on the self-governance of intent by shareholders, which respects dead shareholders, and not based on the integration of human and capital of limited company or common benefit and self benefit of shareholder's right. Meanwhile, it should be specifically stipulated that the conditions prescribed by the articles of association must not stricter than ones prescribed by Corporate Law, nor the agreements are ambiguous, otherwise such agreements are invalid. If the conditions prescribed by the articles of association are stricter than consensus of all shareholders prescribed by Corporate Law, it will result in the inability for inheritor to become new shareholder actually, leading to the harm of lawful rights and benefits to inheritor. Moreover, the administrative department of industry and commerce should put forward supporting samples of the articles of association as soon as possible, and make the new stipulation apply to the practice thoroughly.