The Effectiveness Of Non-public Company Limited’s Articles Of Association Of The Equity Transfer Restritions

With the continuous development of market economy, the company’s articles ofassociation in the position and role of corporate governance process continuously emerging.But in the practice,the conflict between the company’s articles of association and companylaw norms also emerge in endlessly, How identify the effectiveness of the limited equitytransfer clauses in the articles of association that is one of the prominent problem currently. Atthe beginning of the company, all the shareholders adopt the limiting of the equity transfer ofthe company’s articles of association, but the restrictions and “free equity transfer" isconflicting.In judicial practice, the judicial person often make no distinction for the type ofcompany,especially in handing incorporated company ownership dispute,take he free transferas a joint stock limited company as the judgment standard directly, deny the effectiveness ofthe limited equity transfer clauses in the articles of association. Economic rapid development,the lag of legislation has been unable to meet the need of judicial practice. Put moreautonomy in the articles of association, can not only maintain enclosed company cohesionalso help to maintain faith obligations between the shareholders. In order to realize themaximization of the overall interests of company and shareholder, we shall have to drawlessons from foreign legislative experience,adjustment of our legislative and judicial, so as toadapt to the needs of economic development.This article based on department store co., Ltd., changzhou equity transfer dispute, toanalyze the problems with the help of the theory to practice. This paper mainly divided intothe following several parts:The first part, the basic situation of case. This article selects department store co., Ltd.,changzhou restriction on the articles of association of the equity transfer dispute case, thispaper discussed the equity transfer analysis, and concludes the controversial focus of the case.The second part, analysis the effectiveness of the limited equity transfer clauses in thearticles of association Non-public Company Limited. Take che current legislation’s logic as astarting point, Elaborated similarity ofNon-public Company Limitedand limited liabilitycompany.use Non-public Company Limited’s characters based on shareholder and articles ofassociation’s contractual to explain the internal validity limited equity transfer by the articlesof association The third part,the boundary of limit equity transfer by the articles of association. Allowthe articles of association to limit of equity transfer, while on the one hand can make thecompany close from the infringement, but on the other hand can make the shareholders’ rightsare violated. So, for the balance of company between shareholder interests. The articles ofassociation of the limitation on the equity should have reasonable boundary.The fourth part, the validity of the equity transfer agreement. Although the share transferagreement is the contract between the shareholders and the third person, but not the traditionalreal right or creditor’s rights, equity has RenShenXing should belong to the membership right.So, the effectiveness of the equity transfer agreement should also be combined with thespecific situation.The fifth part, law and economics analysis of the articles of association limited equitytransfer. The charecters based on shareholder or characters based on capital have their ownlimitations. And analysis methods of economics, can explain the essence of the restrictions ofequity transfer of the articles of association.The sixth part, research conclusion and suggestion. Through the analysis of the full text afeasible research conclusion. Modification proposals are put forward based on relevant issues.