Legal Study On The Limited Liability Company's Constitution Limit The Equity Transfer

Limited liability company because of its own unique characteristics, in the rapid economic development of the market economy system, by more and more investors of all ages. In order to maintain the stability of the company, without destroying the human nature of the limited liability company, the articles of association tend to make some restrictions on the transfer of equity. Therefore, the articles of association of the limited liability company are closely related to the shareholders' interests. China's 2005 Company Law has made the legal restrictions on the transfer of equity to the autonomy of the constitution, but the dilemma of theoretical controversy and judicial practice still exists and needs to be solved urgently. Based on the existing Article 11 and Paragraph 4 of the Company Law, this paper analyzes the legal problems existing in the restriction on the transfer of equity by the articles of association of the limited liability company in China in combination with the relevant theories and judicial practice of the articles of association of the Company; and analyzes and draw lessons from the experience of foreign legislation, This paper puts forward some suggestions on how to perfect the equity transfer of the limited liability company in China by using comparative analysis and empirical analysis.This paper is divided into four parts. The first part analyzes the legality of the equity transfer of the limited liability company. From the legal basis, theoretical basis and practical needs of three aspects to elaborate. The development of corporate law in our country has changed from the legal restriction mode to the constitutional restriction mode, which lays a solid legal foundation for the restriction of equity transfer. The contract theory of the company, the person's coherence of the limited liability company and the autonomy theory of the articles of association of the company all show that the limited company attaches great importance to the cooperative relationship between the shareholders and the trust relationship, together with the realistic needs of the shareholders' interests and the interests of the company Fully proves that the articles of association limit the fairness of equity transfer.The second part is a brief introduction to the legislation of restricting the transfer of shares in the articles of incorporation of foreign limited liability companies, and analyzes the legislation of foreign countries in combination with the present situation and judicial practice of our country and extracts the excellent experiences that should be used for our country.The third part introduces the current situation of restricting the transfer of equity in China's limited liability company,and focuses on revealing the legal problems that still exist in our country. Through the practice of the case led to the provisions of the Articles of Association to limit the different circumstances of the transfer of equity,such as the transfer of compulsory transfer of shares,the prohibition of the transfer of shares and so on; and that the provisions of the articles to limit the equity transfer to equity transfer disputes brought about by the plight of the trial. It is not difficult to find that the legal issues that restrict the transfer of equity in China's limited liability company can be summarized as follows: the autonomous boundary of the restriction of equity transfer is unknown, and the courts at all levels have not yet established a unified judicial review standard. The restriction restricts the transfer of shares to the shareholders The lack of access to restrictions, restrictions on the transfer of shares of the rules to amend the rules of the lack of protection of dissenting shareholders.The fourth part is the combination of the previous analysis of the study, the legal issues found one by one corresponding to make recommendations. Construction of the Constitution to limit the transfer of ownership of the autonomy of the border should be under the guidance of the basic principles, "within the transfer to clear,outline the two points." To solve the judicial practice of the referee dilemma, we need to establish a review system, establish a review concept, Review criteria. In order to ensure that shareholders withdraw from the company have a way to introduce a designated foreign transferee system. And by modifying the regulations to limit the transfer of shares should not be ignored,the rules of the rules to make more stringent requirements, either by the consent of all shareholders, or to take "one person one vote" resolution.