The Inheritance Issue Of The Dormant Equity On The Limited Liability Company

Article 75 of the Company Law makes it clear that "after the death of natural person shareholders,the successor of the natural person may inherit the shareholders'qualification,except as otherwise provided in the articles of association".This provision provides a legal basis for the succession of equity after the death of natural person shareholders.But only this one statement,which is too principle,and in practice there are many obstacles.It is necessary to make a unified response to the theoretical research and judicial practice,such as the expression of shareholder qualification and how to identify the problem,how to carry out the specific operation process and guarantee.By reviewing the relevant information about the succession of shareholders in the current academic circles,it is found that the existing literatures have studied the inheritance of equity from the perspective of holding shares,and the combination of equity substitution and equity inheritance is also very small.But there is little in-depth study of the equity under the circumstances of equity ownership.Therefore,this paper decides to study the inheritance problem of the limited liability company.The text of the article consists of four parts,including the introduction,in addition to the introduction,the text from the second chapter of the theory of equity holdings to start,the concept of equity holdings and the nature of the law,so as to analyze the nominal shareholders and actual investors between the law Relationship,to study the ownership of the main body of the premise of laying the premise.The third chapter focuses on the analysis of the subject matter of the inheritance of shares under similar contractual relationship,and the specific rules of inheritance.This chapter discusses the existence of legal problems in the succession of China's limited liability companies.Firstly,it is the lack of legislation and no connection.It can be used as the basis for dealing with the succession of shares.There are Article 3 of the Inheritance Law and Article 3 And Article 75 of the Company Law.On "Inheritance Law" the equity can be inherited,but"Company Law" provides that the qualifications of shareholders can be inherited,and"Inheritance Law" is that the qualification as a shareholder rights,with the death of shareholders to eliminate.Followed by the lack of legislation derived from the problem,due to the main body of the identification and procedures due to no specific legal provisions can be followed by local courts appear different referee situation,resulting in the same case there are different judgments of the unfair phenomenon.In the fourth chapter,in view of the existing legal issues discussed in the preceding article,the author puts forward some suggestions on how to prevent the risk of the system from the perspective of the constitution and the equity substitution agreement.The company's articles of association may provide for the exclusion of inheritance,the conditional inheritance or the succession of the matter after the occurrence of the shareholders'meeting by the shareholders' meeting,the shareholders' resolution.At the same time,in order to avoid the difficult legal dispute,the actual investor and the nominal shareholder to sign the equity agreement should be clearly on behalf of the shares of the terms of the design.