On Succession Of Shareholder’s Rights Of The Limited Liability Company

Succession of shareholder’s rights of the limited liability company is mentioned in"Company Law".Although there is a preliminary specification, but the law is not perfect, cannot provide legal guidance to solve complex practical problems, in addition, many questionsof succession of shareholder’s rights in limited liability company is still controversial in thefield of legal theory.This paper start to analyze the object of the inherits from the shareholder’s rights of alimited liability company,and start the first analysis of the nature of the shareholder’s rights.Actually shareholder’s rights is unique one category of rights, there are inevitable defects ofthe doctrines about the nature of shareholder’s rights, we should take hareholder’s rights as anindependent civil rights.The nature of the hareholder’s rights is very special, shareholder’srights include personal sexual content but can not be rushed identified that shareholder’srights include personal rights, personal element of shareholder’s rights is different from astrong personal attachment to the personal rights of personal specificity, and thus the specialnature of the shareholder’s rights can’t be the obstacles of shareholder’s rights inherited. Inaddition, both inherit the legal relationship of the object, or a limited liability companyco-theories are not sufficient to fully constitute the inherited obstacles to shareholder’s rights,shareholder’s rights inheritable has a theoretical basis for this proposition is the propositioncan be established.The inheritable of the shareholder’s rights is recognized by our current Company Law,but the provisions of Article76of the Companies Act is too broad, there are also ambiguitiesin the use of the concept, did not directly use the concept of "shareholder’s rights inheritance",but use the concept of "qualification as a shareholder". It’s not difficult to find that theshareholders eligible to inheritance and the inheritance of shareholder’s rights is actually intwo different ways by different perspectives on the same legal issue.Shareholder qualificationis intended to show that the identity status of the shareholder in the company, shareholdersqualifications inheritable actually is recognized as the legal consequences of equityinheritance is that the heirs can obtain the identity of the shareholders in the Company. Inaddition, the Companies Act admit the provisions of the Articles of Association as a priority inthe application, but did not clear the scope and extent of the articles of association,that makes the related issues still lack of the guide specification. It’s worthy to learn from other countriessuch as Germany, Japan, France, the relevant legislation in processing mode and the specificlegal provisions are more mature in these contries.Our law should improve the equity inheritance in the limited liability company, andfirstly to make sure the inheritability of the equity in the limited liability company, anddirectly point out that the consequences of equity inheritance is the heir can obtain the identityof the shareholders. Secondly, Companies Act should show that what’s the extent of thearticles of association on the equity of the limited liability company,and the scope or theeffectiveness also should be stipulated, I believe that the Articles of Association on this issuecan be very wide range,equity inherited procedures, specific details of the special conditions,and even articles of association provisions can forbid the inheritance of equity in the company,the Articles of Association of autonomy should be limited to non-infringement of propertyrights and interests of the shareholders and successors. Company law should also carry out theprovisions of the special conditions in equity inheritance of the limited liability company, aswhen the heir lack of capacity on law, should use the legal representative in civil law, the legalrepresentative of the heir can take his rights. When the number of the shareholders exceed thehighest number in the law, that should be regarded as exception to treat specially, thecompany should be allowed to continue to operate if it changes the relevant registration.When equity inherited lead to just only one shareholders, the shareholders should go to theregistration department to change the registration, and to ensure that the company complieswith legal requirements on a variety of conditions of a limited liability company. Law inChina should be improved in the several aspects above to make sure that the law can respondto the needs of an increasingly complex and diverse legal practice.