Research On The Limitationabout The Articles Ofassociation On Equity Transfer Of Limited Company

Limited Liability Company as a modern company system is a kind of basicorganizational form, because of its small risk for shareholders, strong cohesion, theadvantages of high efficiency of management, and become the best choice for somesmall and medium-sized companies. But the person including characteristics ofinformation integration make limited liability company’s articles of association, theywill set some limits of equity transfer articles, using the company’s articles ofassociation for binding to maintain limited liability company shareholder behaviorpeople. But freedom of equity transfer, as countries generally recognized by thecompany law of the right, for the shareholders to achieve its personal property interest isvery important. These two kinds of interests among company, Limited LiabilityCompany have conflict at some time.So need to clear the limited liability company theeffectiveness of the limited equity transfer clauses in the articles of association, only inthis way can the equity transfer to reach a balance between freedom and relevant articlesrestricted, avoid shareholders to dispute with the company. In2013the company law inour country which made a new round of amendments cancel the system of registeredcapital of the company to be established, reduce the threshold of setting up companies,which means to set up the company more and more easily, the market will emerge morelimited liability companies. But the problem is still not resolved in the company law.This will inevitably lead to a limited liability company shareholders conflict with thecompany for the company’s articles of association limited equity transfer provisions.This paper is through the nature of the limited liability company’s articles of associationand effectiveness as the theoretical foundation, elaborating the equity transfer andrestriction problems which caused by the terms of the articles of association of theequity transfer in the practice, finally through the analysis of some limit theeffectiveness of the terms of the articles of association of the equity transfer to putforward some Suggestions to resolve the problem above.The articles of association of the company are the standards for the company’sinternal organization operation, and outside the company to know the basis for thecompany. Thus the company’s articles of association decided it should be in accord withthe nature of the mandatory provisions of the state and be formulated by theshareholders autonomy, so as to exert its effect under the premise. They set limit equity transfer clauses in the articles of association to maintain the company people close basisand ensure that shareholders in the company to reach a balance of interests. At the sametime, prevent the speculation of shareholders damage company’s interests. Butshareholders’ equity of rights are completely restricted or deprived, minorityshareholders after a breakdown in his relationship with shareholders and no exitcompanies with shareholders qualification inheritance occurs, the problems of theconflict to solve is to determine the effectiveness of the relevant articles. In this section,the clause to ban transfer equity shareholders, circumstances forced transfers equityshareholders terms stipulated in the articles of association and the articles of associationbe carried out theoretical analysis of the effectiveness of the equity transfer conditions,and then conclude that the effectiveness of the three kinds of terms and conditionseffectively. The author concluded, solving a limited liability company shares transferand conflict with the relevant provisions of the company’s articles of association canthrough clearing principle, determining the relevant articles of association of thecompany’s articles of association clauses boundaries of autonomy and encouragingshareholder vote by "one man, one vote" mechanism, and restricting on the articles ofassociation of the equity transfer of dissent shareholders and so on.