Limited Liability Company Equity Inherited Legal Issues

With the developing of the private companies in our country, the limited liability companies which are invested by nature persons becomes more and more, and the share transferring issue due to inheritance has become a legal issue at present, and the disputes are created continually. May the share and the shareholder identity be inherited? Different experts have different views and understanding. Many acadamic views are reflected in the trial practice. Under the developed market economic environment of the modern society, shares may be the most important and main properties for a citizen. Therefore, the law shall not restrict the share inheritance.The new company law of P.R. China responds this issue and made the relevant stipulation under Article 76,which is"the legal inheritor is entitled to inherit the qualification of the shareholder after the nature person shareholder died unless the Article of Associations of the company provides otherwise."This paper would discuss this issue from the aspects on the legal basis of the share inheritance and four characteristics of the limited liability company as well as the Article 76 under the Company Law of P.R. China, and present some views on how to deal with the some problems on share transferring after the shareholder died in the trial practice. For the practice of equity the question of succession, sub-"special stake in the main successor", "number of shareholders equity to the succession of changes", "eligible equity shareholders of the succession to give up and transfer", "equity is the main successor qualification" four aspects of a useful exploration.From the perspective of the theory of inheritance law and company law, If the articles of association do not inherit the equity to make it clear that if the shareholders eligible heir could inherit, of course, this is as the existing "Company Law" Article 72 on the stock transfer contrary to the spirit embodied in the legislation do? If the heirs can not inherit the articles of association shares, from the company law point of view, seems to be no obstacle, but that it has the "Constitution" and "inheritance" which goes against the legislative intent embodied in it? Limited liability company of people together does not mean the right to share in the total benefits can not be inherited, and equity in the total beneficial ownership is not the right to identity, as shareholders or shareholders are not eligible for a privileged nature, the shareholders relationship of trust between the heir to the shareholders did not constitute an obstacle to qualification.From an economic point of view, if the other heirs can inherit equity shareholders have the right to decide, in consultation with other shareholders will be heir to the lack of a basis of equality, other shareholders may be malicious collusion to seek personal gain, seriously damaging the interests of heirs. Equity in the heirs can inherit the legislative choice, should be given the right of heirs to inherit shares. However, the exercise of this right must be subject to the articles of incorporation or the deceased during his lifetime and the other shareholders, the shareholders of agreements between the necessary restrictions. In the specific legal provisions and the relevant judicial interpretations, the right heirs can inherit shares of the legal problems should be comprehensive and take into account the company's actual operability in any norm-based, should not use peremptory norms.The inheritance of shareholder's rights in the limited liability company is a complex issue which both relates to the protection of rights and interests of deceased shareholders and their heirs and the maintenance of personal combination in the limited liability company. Basing on article 76 of Company Law of P.R.C. and relying on articles of association, the company and its shareholders should make arrangements for the inheritance of shareholder's rights in advance, in order to balance various interests farthest and promote the smooth and steady development of company and the progress of economy.