The Studies On Inheriting The Stock Rights Of A Limited Liability Company

Along with the rapid economic development of our country, the production of large numbers of private family enterprises, the problem of the shareholder’s qualifications is becoming more and more serious in the limited liability company. But in the early years of the company, private family entrepreneur had not provided how the shareholder qualifications do inherit. Once the company appear similar problems, people begin to seek the solution. Before a new corporation law, corporation law in1993,the lack of equity succession issues exist in the legislation, causes for the problems in the practice of dealing with disagreements, inheritance law and corporation law of conflict and contradiction between also cannot be solved at the moment. Lawmaker repeatedly study, the Article76in the new "The Company Law of the People’s Republic of China" stipulates that:after the death of the shareholder, its legitimate heir may inherit the shareholder’s rights, unless there is provided otherwise in the articles of the association. Lawmakers in principle confirmed that both shareholders qualification as inherit property legal attribute, admit heirs inherit the rights of the shareholder’s qualification, and allow the rules limiting the contrary to the articles of association of the company shareholders qualification can be inherited. This clause has basically established the principle of equity succession, but as a result of provision limits, equity share a lot of details not mentioned, in the practice of many differences. This article through to the basic theory of equity succession, makes every effort to do further research.The full thesis is composed of five chapters:The first chapter, from the related concepts of equity, equity to inherit, to explore the basic theory of equity succession, inheritance relationship with the equity transfer of equity, equity relationship with the qualification of shareholders, and the feasibility of equity succession analysis, the equity of generalized refers to all shareholders shall enjoy the rights and obligations; Narrow equity refers to the shareholders from a company that based on the qualification of shareholders enjoy economic benefit and participate in company management and major decision-making rights, shareholder qualification "and" equity "is the same meaning of the expression, equity is qualify for the shareholders enjoy the rights of the people, and the qualification of shareholders is the premise of a shareholder equity rights. Equity is a kind of independent right form. Equity succession in essence is a kind of equity transfer, and can’t simply regard it as special equity transfer. The second chapter, on the company’s articles of association to discuss the influence of equity succession. First clear the position and properties of the company’s articles of association, said the said contract or the articles of association autonomy to the articles of association of the company, in its essence, there is no clear boundaries. As one of the company set up the necessary element of the company’s articles of association, the shareholders or promoters consistent meaning is said, the law stipulates clearly the company’s articles of association to limit behavior of equity succession, whether such restrictions, in particular, the rationality of existence, the company’s articles of association without rules of equity succession, generally in the judicial practice how to handle? The company’s articles of association of limited liability company inherit limitation is clearly limited.In the fourth chapter analyzed our country equity succession rules, sums up the views of scholars in our country legislation, the first view is that inheritance happens, according to the provisions of the inheritance law, the heirs can inherit equity, of course, is not subject to any dispute. The second view think that equity succession to split in two, equity has personal attributes part cannot inherit, but can inherit the corresponding property rights, the third kind of view is that heir should restrictive inherit equity, namely equity normally can be inherited, but can be by agreement between the company’s articles of association or shareholders on the certain limit, apparently from China’s current legislative situation, adopted the third kind of view. Equity succession should follow certain principles, such as protect the heirs, successors and the principle of shareholders’interests, the principle of the company’s articles of association, etc.Fifth chapter from the perspective of equity succession practice, the provisions of the procedures of the inheritance of equity analysis, without civil capacity or with limited capacity for civil conduct can inherit equity, multiple heirs to inherit equity, how to deal with no heir or equity the successor who disclaims inheritance inherited stake in whether the change in the number of shareholders need to change the company form, as well as the preemptive right of equity succession issues one by one carries on the analysis elaboration and put forward a solution.