Study On The Restriction On Equity Transfer Of Liability Limited Company

The limited liability company combines the people combination with the capitalcombination，the nature of the company determines it is different from Stock Corporationwhich merely has the capital combination when its shareholders exercise the rights ofequity transfer. Academic world develop different opinions in the nature of equity. In thispaper, on the basis of summing up the main points that equity is an independent civil rightscombine the right of a right dominant with the right of request. So some rights based on theidentity of the shareholders can not be used as a simple property rights and free transfer.Besides, there is multiple interests’ conflict in the transfer of shares; All the reasonablerequest of the transfer shareholders, the remaining shareholders and the minorityshareholders should be respected. In that, equity transfer of a limited liability company andnot simply the pursuit of freedom should be subject to reasonable restrictions.Restrictions on the transfer of equity, mainly through two ways. First, the Articles ofAssociation is set equity transfer restrictions, and the other is company law clearly set sharetransfer restrictions. The articles of association of the company is an "autonomy law",formulated by the promoters of the company according to the law of "autonomouslegislative power", in a result, Regulations on the equity transfer can be sets by the articlesof association of the company, but this is not boundless, the activities of the company mustfollow the principles of the law and regulations, the articles of association can not set limitsrules prohibiting the transfer of shares or be transference into the physical impossible.At present many countries’s company law set legal restrictions on the transfer of equity.Our country has adopted relative restriction patterns in the internal transfer of equity thisnot only takes into account the private nature of company law also stressed that the freecirculation principle of the internal transfer of equity. In the external equity transfer, most ofthe provisions of laws prescribe consent system, preemptive right system and designatedpurchase system so as to limit the transfer of shares. This paper gives a detailedintroduction to these three kinds of system, at the same time also analyzes some problemsexisting in the system, and recommends the legislation of China combine the consentsystem with designated purchase system in the future.