Restriction On Transferability Of Shares In Articles Of Association Of Limited Liability Companies

Transferability of Shares is an important content in company law,the restriction of share transfer matters a lot to the stability of the corporate governance structure,relationship between the shareholders and the profits of the minority investors.The balance between the freedom and the restriction not only concerns the prosperity and stability of the company,but also the whole economic market.At present,based on different nature of the companies,our law divides them into limited liability companies and joint stock companies.It is important to note that,according to the company law,articles of association of a limited liability company can limited the transfer of shares.This dissertation attempts to take a case for example,focusing on the legislation and the actual market environment,from multi-angle perspective of the legislative,judicial,and company autonomy,discussing and designing the limit regulations of transfer of shares in the articles of association.The Introduction part will briefly introduce a case that will cause a series of further thinking about equity transfer clauses in the articles of association,including the scope of company law that allows to limit the shareholders' equity transfer in the company's articles of association,the principles courts should take consider of when measuring the effectiveness of the restrictions in the articles of association,etc.The further discussion will mainly be divided into four parts:The first chapter starts from the principles of maintenance of the close and friendly relation of company,respect for autonomy,protect shareholders' expected interests,it will also discuss the rationality and necessity of restrictions.The second chapter is an exploration of the border of the restrictions in the articles of association of a company.After determining the limit of the content of the restriction articles,this chapter is about to focus on the perspectives of judicial review based on comprehensive typical cases and relevant systems in the United States and try to clarify certain distinction standards for the articles of association of restrictions in practice.The third chapter will return to the terms of the company law,especially the provisions of article 71.For the transfer of shares between shareholders,the rationality of the limitations and the limited space left in the company's articles of association under the liberal mode in our country's regulation system will be discussed.For the transfer of shares to non-shareholder,although the autonomy space of articles of association is not large enough,it still can be improved according to the company's own situation,including but not limit to the voting clause,compulsory purchase clause and purchase option clause.The last chapter gives some suggestions on legislation,then it will look from the practical operation of the articles of association.Lastly,this chapter will design the corresponding patterns separately for the companies to chose based on their own scale and characteristics.