Research On The Border Of The Constitutional Autonomy Of Limited Liability Company’s Share Transfer

Limited liability Company’s share transfer issue involves the fundamental interests of the shareholder. It’s easy to cause the dispute in the practice of company, and also has been a topic often talked about. In terms of share transfer of limited liability Company, the current “company law” the 71 st fourth paragraph states that "as otherwise provided by the company’s constitution to the share transfer, those provisions shall be followed." It means that the constitution of the company has autonomic right to share transfer.But the autonomy of the company’s constitution needs a minimum limit, whose content is not necessarily effective.From the perspective of theory and practice, this essay analyses and describes the problem of autonomy of the company’s constitution, which in the transfer of share in a limited liability company.First, this paper tries to demonstrate the transfer of share in a limited liability company should be free or restrained, from the nature of the equity,the nature of company’s constitution, and the characteristics of the limited liability company.Then from the point of practice,this paper analysis the basic requirements and the effect of the autonomy constitution.Besides foreword and epilogue, this thesis is divided into four parts. And the main contents are as follows:The first part discusses the basic theory of a limited liability company’s autonomic statute of the share transfer. Through the analysis of the nature of equity, the nature of limited liability Company, and the nature of company’s constitution, it can safely come to a conclusion that the transfer of shares is free by principle, but the constitution of company has the right to make additional provisions of the equity transfer.The second part elaborated discuss the boundary and validity of the autonomy of articles about internal share transfer. The author first analyzes the domestic and foreign company law rules, and then defines the basic requirements of internal transfer of equity that is free for the principle, restricted to the exception, shareholders are equal, keep clear of exit channels, which is equal to the boundaries of the constitution of company on internal share transfer. Then the paper use the method of comparative analysis and case analysis to study the different between internal and foreign of the theory circle and practice circle. In specifically, the paper analysis the effectiveness of internal regulations prohibit the transfer, compulsory share transfer.Finally,the author thinks that a total ban on internal transfer is invalid, but can be attached to the deadline on internal transfer; compulsory equity transfer is effective in principle, but compulsory transfer conditions need to be reasonable.The third part describes the boundary and effectiveness about external equity transfer of article. The author still first analyzes the domestic and foreign company law rules about external share transfer, analyzes the nature of current company law about equity transfer to determine the constitution can make the different provision for external equity transfer. Then define the charter of the basic requirements for external equity transfer of autonomy is to follow the principle of rationality. Finally, using the method of theoretical and practical,the author make a detailed analysis about effectiveness of constitution on banning external transfer and changing application which confirmed by law. In conclusion, the author believes that the constitution may prohibit the transfer of shares outside, but must ensure that the company’s shareholders channels to exit, and that the ban has reasonable causes and conditions.The fourth part is the statute of autonomy for the equity transfer program, the transfer price, the transfer deadline. The paper considers that the autonomic constitution can make a concrete promise to supplement the Law, but all of it should be reasonable.