| According to Article 71, the Companies Act, there are very specific regulations on share transfer: The share transfer among the insider stock holders does not require the permission of other stock holders while regarding to company’s human joining, outside investors can be stopped to purchase stocks because of other holders ’ consent right and per-emption rights. However, the paragraph 4 enables company’s articles of association to have autonomy right of making its own rules on share transfer, which draws a vague boundary of autonomy right, leading to possible conflicts of legal provisions. Such ambiguous laws not only bring up theorists ’ disagreements, but also result in failure to judge feasibility and rationality of related articles of association in judicial practice. This paper is supposed to make analysis on this situation, hoping to raise up a standard to solve such problem.This paper is divided into three parts: First part makes primary analysis on Article 71 and tries to straighten out the logical relationship. Regarding to Eisenberg’s theory on the nature of legal norms and the legislative intent of amendments to the Companies Act, the article goes deeply on legal nature of article 71 and concludes to get the conflicts of judicial practice from law cases.The second part summarizes the judgment rule of the effectiveness of limited companies’ articles of association on share transfer from four angles: company autonomy, shareholder equality, shareholder’s equity and freedom of stock transfer. Besides, according to General Principles of Civil Law and Contract Law, author makes such conclusion as well: the limitations of articles of association cannot violate the compulsory provisions, public order or good morals, public interest and nature of limited company.The third part describes three typical restrictive regulations of articles of associations from practical cases and analyze in detail with the concluded judgment rules. |
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