The Share Transfer Restrictions In The Articles Of The Non-Listed Stock Company

Article71of the company law of our country conferring a right to the Limited liability company, that is to use the articles of the association to limit the right of equity transfer. While, to the joint stock limited company, the company law only generally stipulates in the article137that "the shares held by the shareholders may be transferred according to law", and later in the article141limits the right of the initiators, directors, supervisors and senior managers of these company in time and proportion, but it’s not clear whether the articles of association of these companies can have other restrictions than the law, which induce a lot of problems in theory and in practice. The joint stock limited company can be divided into listed company and non-listed stock company, depending on whether the company shares are listed and traded in a share exchange. For the listed company has an open transfer market, equity freely transfer is the basic trading rule, there shall be no restrictions on the general shareholders in addition to the legal provisions. Above all, this paper fucus on the following issues, that is whether the articles of association of the non-listed stock company can have other restrictions than the law.The paper consists of three parts, including the introduction part, the main body and the conclusion part.The introduction part begins with the share transfer dispute of Changzhou Department Store, mainly introduces the background of the paper, the subject of the paper and the scope of the research. The last conclusion part introduces the conclusion and the theme of the paper.The mainly body consists of four chapters: Chapter one introduce the legislation involved, including the legal provisions of the company form and the equity transfer of the non-listed stock company, lay the foundation for later discuss by pointing out the legislative gaps in the topic of this paper.Chapter two analyze the causes, considering that the problem in this paper stems from the value conflict of two principles, one is that shares can be freely transferred, the other is article autonomy. However, these two principles are not absolute non-restricted, if it would infringe other people’s private property rights by complying to principle one, this principle can be restricted. Therefore, principle one is generally in priority, but in order to prevent the initiators, directors, supervisors and senior managers of these company against the interests of the Company and the remaining shareholders, or to maintaining the company’s co-author, principle two take precedence, share transferring can be restricted by the articles of association.Chapter three analyze the co-author feature of the non-listed stock company. In this part, the non-listed stock company is divided into the unlisted public company and the unlisted non-public company according to whether the company shares are publicly issued. Research methods such as data analysis, comparative analysis are used to demonstrate the co-author feature, and it turns out that the unlisted public company don’t have the co-author feature, conversely, the unlisted non-public company is quite different from the listed company, and is more and more like the Limited liability company, it has the co-author feature, so the articles of association of this kind of company can have the restrictive arrangements.Chapter four further demonstrated the autonomous space of the non-listed stock company on the basis of the previous text analysis. This part conduct a comprehensive analysis of the contents and the boundaries of the limitation, by drawing on the experience of foreign law and with reference to the Limited liability company.