The Effectiveness Of The Equity Transfer Restriction Clauses In The Articles Of Association Of The Limited Liability Company

Jianli Wang prosecuted the resolutions made by the board of shareholders in Wuhan Jia'a n Transport Co., Ltd. This paper takes this case as an example and analyzes the effectiveness of equity transfer limitations in the chapter of limited liability company. The main controversy in this case is that the modified company chapter restricts objects and price of equity transfer.Whether the chapter will lead the associate items invalid due to its violation of the relevant la ws, the mandatory provisions of laws and regulations, and the basic principles of the company law? In practice, such disputes are quite common. Through this case, this paper intends to ana lyze the judgment on the effectiveness when a company restricts the equity transfer by modify ing the company chapter. According to the general case-analysis form of “Forwarding the pro blem- Analyzing the problem- Solving the problem”, this paper is mainly divided into three parts and five chapters, in addition to the introduction and conclusion.The first part consists of the first chapter of this paper, which about raising questions.In this part, through a concrete case that Jianli Wang prosecuted Wuhan jia'an Transportation Company to confirm the company resolution's effect,the article puts forward the central point of this paper——in the limited liability company,whether the behavior that the board of shareholders make a decision that limit of equity transfer through the way of modifying the articles of association is valid.The second part is the main part of this paper, mainly on the issue of legal anal ysis, including the second chapter to the fourth chapter. In this part, this article will a nalyze the problem deeply from three aspects:firstly,whether articles of association of t he company can limit the transfer of the equity;secondly,where is the boundary of this restriction;thirdly,whether the subsequent articles of association can make this kind of provision.The third part, mainly on the problem solving. Analyze the application of this kind of problems in practice through the above case.This part includes two aspects, the thinking of trial of court about this kind of case and ideas to make designs about limiting transfer of equity in the articles of association.In this case, a resolution for modifying the articles of association of the company is passed by the shareholder's meeting on June 7. On the surface,the articles of association does not prohibit to transfer equity internally,but prohibits to transfer externally,which just seems as a limit of equity transfer. However, through in-depth analysis on the contents of the articles of association, this modification of the articles of association can not assure that shareholders retreat from the company successfully. Therefore, stipulations of the articles of association shall be invalid even after the consent of all shareholders due to the violation of the principle of property transfer-ability.Logically,to trial the case shall follow the sequence of thinking: first,concern the stipulations of the articles of association are to limit or prohibit equity transfer superficially;second,concern whether the limit of equity transfer is prohibition of equity transfer or not in essence;at last,define different range of consent subjects respectively based on the fact that whether articles of associations are initially or afterward setting.