Research On Shareholder's Right In Limited Liability Company Based On Article 75 Of The Company Law

Disputes regarding shareholder's right succession are common in judicial practice.Shareholder's right is a comprehensive right,for it has the characteristics of both property right and status right,but its core content is property right.Shareholder's right is an important kind of citizens' property,therefore,it should be included in the range of inheritance,in other words,shareholder's right should be inheritable.According to Company Law of the People's Republic of China,Article 75 says that when a natural person shareholder dies,his or her legitimate successors have the right to inherit the shareholder's qualification,but if the company articles say otherwise,articles shall prevail.It is the first time that this article have mentioned the shareholder's qualification succession issue in law,which fills in gaps of law and lays the legal foundation of shareholder's qualification succession.And this article also stipulates that the company articles can limit or exclude the succession.However,there are still some problems.On the one hand,this article doesn't distinguish the notion of shareholder's right from the notion of shareholder's qualification.On the other hand,this article doesn't make the following question specific and clear:to what extent can the company article limit or exclude the succession?With the aim at satisfying the need of judicial practice,this thesis here discusses the shareholder's right succession issue based on article 75 of company law.This article is organized as follows:Part one is introduction.The two issues of article 75 of company law are drew forth by a typical case in judicial practice.Part two introduces shareholder's qualification and shareholder's right.This part tells the difference between the notion of shareholder's qualification and shareholder's right,and the author's opinion is that shareholder's qualification isn't inheritable but shareholder's right is.Part three analyzes the freedom and the limits of the shareholder's right succession articles in limited liability company.This part concludes the principles for limiting or excluding succession in limited liability company,and analyzes the validity of several different articles in judicial practice.Part four is about how to tackle the problems when there are no specific articles about shareholder's right succession.Part five provides some suggestions on improving article 75 of company law according to the above two issues.The last part gets a conclusion by summarizing this thesis and pointing out the problems not mentioned in this thesis.