Several Legal Issues In The Limited Liability Company Equity Succession Studies

In the Company Law of the People’s Republic of China(hereinafter referred to as "Company Law"),although there are preliminary regulations,the provisions of the legislation are too thin,in the face of contradictions in practice has become increasingly prominent in the equity Succession disputes are not enough.This paper is divided into the following four parts:The first chapter,through the concept of equity and its nature of the discussion,the author describes the concept of equity for the broad and narrow sense of understanding of the two perspectives.This paper introduces a variety of views on the nature of equity,through comparison and analysis of equity is a new type of independent civil rights.Limited liability company has a certain degree of specificity of stock right inheritance,equity in the common property rights have personal attributes,so that it is different from the general property of the inheritance,but the nature of equity-property rights have not been changed.So it still meets the requirements of becoming the object of inheritance.The problem of equity inheritance of a limited liability company must be considered from the perspective of the two laws in the cross-cutting area of the Company Law and the Inheritance Law of the People’s Republic of China(hereinafter referred to as the Inheritance Law).In order to protect the human nature of a limited liability company to exclude the unfamiliar successor to become shareholders of the company,but the human nature is not absolute,limited liability company also owned,human nature and can not shake the equity Inheritance,how to achieve a limited liability company and the heir of the right to inherit the balance between the right to this issue is the core.Equity succession does not belong to a kind of stock transfer.The inheritance of stock ownership has its own characteristics,but there are certain commonalities between them.Some of the provisions in equity transfer can learn from the solution of equity inheritance.The second chapter introduces the relevant provisions on the issue of equity inheritance of the limited liability company in China,including the Company Law and its judicial interpretation,the Inheritance Law,the Marriage Law of the People’s Republic of China(hereinafter referred to as the Marriage Law))And its judicial interpretation.After analyzing the following shortcomings of legal issues of equity inheritance in our limited liability company,the author puts forward only four aspects,the object and scope of the first problem inheritance.Whether the use of the term "shareholder qualification" in the legislation is appropriate and whether the equity can be inherited as a whole.The second issue of the Articles of Association of the restrictions on equity succession.The Articles of Association is the company’s autonomous document,the equivalent of the company’s Constitution,and is the only one that has the right to limit the inheritance of shares.However,the legislation does not provide any restriction on the extent to which the articles of association may be restricted.Causing the company to protect people in the name of the over-encroachment of succession rights.The third issue of equity suspension during the exercise and inheritance.The period of equity suspension was first put forward in the equity transfer system,there are suspension period in equity inheritance,and our legislation has almost no provisions on this issue,which leads to chaotic state of this period and the interests of all parties It is difficult to get effective protection.The fourth issue of succession or no succession of people when dealing with equity.When there are many people inherit the face of split or share ownership of the problem,what is the standard segmentation,how to exercise the total equity.When there is no succession,according to "Inheritance Law" provisions of equity by the state or collective organization of succession,this kind of treatment is reasonable,if unreasonable and how to solve.In the third chapter,the author introduces the relevant provisions of the two major countries of the continental law system and the common law system in the legislation of the company’s stock succession.Civil law introduced the German and Japanese corporate legislation,Anglo-American law describes the United States and the United Kingdom company legislation.Countries have generally recognized the equity can be inherited,but in the specific procedures to obtain equity is different.The legislation clearly stipulates the conditions or procedures that the heirs need to meet before obtaining the equity.Or give the company the right to a certain statute,by the succession of shares to give priority to the application of the restrictive provisions,and then to obtain equity.Chapter Ⅳ,for the second chapter of China’s limited liability company equity succession problems,the author made perfect recommendations.First,the explicit inheritance of the object is the equity and the specific scope of equity inheritance.Shareholding and shareholder qualification are the same as the description of shareholders’ rights.However,the shareholder qualification is more concerned with the expression of identity.Therefore,the inherited object should be equity rather than shareholder qualification.Ownership in the self-interest and common interests can all belong to the scope of succession.Second,from the content and effectiveness of the Articles of Association can be made on the extent of the restrictions on equity inheritance were discussed.In effect,the articles on the prohibition and restriction of the succession of equity provisions are valid.In terms of content,the charter only restricts the rights of common interest.The degree of restriction of the articles of association is the degree of protection of human nature,while respecting the right of death of shareholders disposition of their property.When the Bylaws exclude the succession of shares,the ownership of the shares should be the first purchase by other shareholders,when no one to buy,the heirs choose to transfer or request a third party to buy back.Third,with reference to the provisions of the transfer of shares,clearly heirs in the succession of shares must go through certain procedures before being recorded in the register of shareholders to obtain equity.Heir and the company’s rights and obligations during the suspension,the successor has the obligation to notify the company to determine the successor,the company has an obligation to respond within a reasonable period and for the heirs to the relevant procedures,to give the parties to the court to prosecute the exercise of the right of dissent.Fourth,when many people inherit,to allow the division of shares,the premise is that the heirs of the split agreement agreement,or by the heirs of a total of equity,elected a representative of the succession of shares,the act of all heirs effective.When the number of shareholders exceeds 50,the legislation should allow its existence as a limited liability company.When no one inherits,by the succession of state-owned equity interest after the conversion,rather than become shareholders.If the number of shareholders is less than 2,the Company may make an adjustment within a time limit.Otherwise,it must be changed to a one-person limited company.