Limited Liability Company Shares Inherited

The question about succession of shareholder's rights is always closely watched in company law. Although our country's company law has been stipulated this question, there are still many theoretical differences on this issue. This paper systematically researched the theoretical basis of succession of shareholder's rights in limited liability company, which is to provide theoretical support on the succession of shareholder's rights. At the same time, since present company law's provisions are fuzzy and its general maneuverability is not strong, this paper tries to provide some diversification option of succession of shareholder's rights through the company's model constitution.This paper used the research method which was from theory to practice, from abstract to specific to gradually deepen. There are four parts in this paper. It was first raise questions though the cases of Shanxi haixin group company's chairman Lihaicang and Shanghai liangdai. The killing of Lihaicang caused national concern about succession of shareholder's rights, and the latter was typical in the succession of shareholder's rights cases . In a certain extent, it issued the importance of succession of shareholder's rights and the large numbers of same cases will be appear in our country which can be estimated. The key of the problem lies in the fact that current scholars have been unable to reach a consensus on the nature and the succession of shareholder's rights. After the 76th provision of the company law making provisions of it, the controversy still exists. In addition, the existing company law's provisions is fuzzy, and the company's constitution providing otherwise which means the company's constitution can make specific arrangements for the succession still needs to be further explored. It also needs details if lacking of a clear institutional arrangements in constitution on the succession of shareholder's rights. Then, this paper synthesis outlines the viewpoints of domestic scholars. They generally approve that the heirs of the death shareholders of limited liability company can inherit the death shareholders' capital (interests of the property in shareholders' rights), but they dispute about heirs can universal inherit shareholders' qualifications with fund and how to do it. This paper took the representative viewpoints as its research base.The second part discussed rationality and legislative mode of the succession of shareholders' rights. It first pointed out that in fact the property as the object of succession is a collection of property rights and a collection of the rights and obligations of property. In addition, the third provision of the succession law has the general provisions of other lawful property, so long as shareholders' rights can be proved as a legitimate property interests, and the status factors in it will not affect the succession, the shareholders' rights can be used as the object of succession. Secondly, the author agreed with the idea of independent civil rights about nature of shareholders' rights which takes the property rights as the basic of shareholders' rights and it is different from the claims and ownership. It also includes the management right and other non-property rights, so the shareholders' rights are independent rights types. Then though the analysis of self-benefit right and together- benefit right, the author pointed out that the latter is a method to achieve the former which is a core component of shareholders' rights and plays a key role in qualitative shareholders' rights. Therefore, the shareholders' rights as a whole of self-benefit right and together- benefit right which is an alternative compensation based on the shareholders lost their investment ownership. In essence, the shareholders' rights are a kind of property rights and it can be inherited. In addition, the author believed that the limited liability company has a tendency for the funding company, and the human-together in limited liability company is no objective criteria. The importance of human-together has not gone so far as to deprive the right of inheritance of heirs of the death shareholders .Therefore, the shareholders' rights can be inherited. Third, the author reviewed the relevant foreign legislation. At the legislative level, the inheritance of shareholders' rights has been gained supports of many countries in the world, and it also explained the rationality on the inheritance of shareholders' rights .Our company legislation ultimately adopted this model.The third part is as the transition to discuss the coordination of the inheritance law, company law, and company's constitution. The essence of discussing the coordination on the succession of shareholders' rights was to designate the priority and scope on this issue. The author believes that the inheritance law should be limited to the principle provisions that shareholders' rights can be inherited and the acquisition, transfer and succession of shareholders' rights must be provided in company law. Regardless the upper-law is better than the below-law, the particular law is better than the general law or the new law is better than the old law, the company law should be given priority to the inheritance law. At the same time, the succession of shareholders' rights is the internal affairs in company, which mainly applies arbitrary norms. The company's constitution is the highest internal autonomy norms, and all personnel are required to comply with it. If the shareholders of the company don't violate law, they make special arrangements on the succession of shareholders' rights in company's constitution, and then it should give priority to the constitution of the company.The fourth part is the focus of this paper .It discussed the specific provisions in the company's model constitution which can be made in the ideal state, and the people who need helps can choose from them. First, based on the concept of private autonomy, after giving reasonable property compensation to the heirs of the death shareholders, the company's constitution should be recognized as effect if it excludes heirs form inheriting shareholders' qualifications, or limits the shareholders' rights inherited by a particular heir. Similarly, the model constitution can set limits on the limited or no ability of civil behavior persons not to be allowed to inherit the shareholders' qualifications. Secondly, the model constitution can recommend: If the heirs of the death shareholders are more than one person, the company's constitution doesn't allow dividing the shareholders' rights principally and an heir can be elected as a representative to be the company's shareholder to participate in the decision-making and operating. The company's constitution can also provide that it allows dividing the shareholders' rights .Without other provisions in the constitution, every heir could be the shareholder of the company. If the shareholders are more than 50, in the elements of the established factors, the limited liability company can change for the share company or partnerships, or may use of the trust system, the acting system to control the number of shareholders which is less than 50. Third, the company's constitution could allow the successor to abandon the shareholder's qualification, but only have access to inherit the property value of shareholder's rights. The author also recommended that it could eliminate the 76th provision in company law when the death shareholder is a major one. In addition, if the company's constitution doesn't make arrangements for the succession of shareholder's rights, the legislature should also recognize that objection in the succession dispute is reasonable for the complete settlement of the dispute.