Research On The Restriction Of Transfer Of Stock Rights By The Articles Of Association Of Incorporated Limited

The "Company Law" was amended to take effect on March 1,2014,Compared with the old "Company Law," the new "Company Law" adds more autonomy clauses and expands the company's autonomy.Articles of Association is an important carrier to achieve the company's autonomy.Although the "Company Law" gives the company more space for self-government,this autonomy right is bounded.In practice,legal disputes arising from restrictions on the transfer of equity in the articles of association of the company limited by shares have been increasing year by year.This article finds relevant laws and regulations and reads literature data.It uses case analysis and value analysis to study the issue of restricted stock transfer in the company's articles of association.First,it analyzes the significance of limiting the transfer of shares in a company limited by shares.Secondly,the author analyzes the current status of the restrictions on the transfer of equity in the company limited by shares,including the specific methods,problems arising,and the validity of the restrictions in the articles of association.The regulations of the stock limited company limited by shares of the stock limited company include prohibition of transfer or disguised prohibition of transfer,limit equity transferee,the proportion of share transfer restrictions,forced transfer of shares.Limiting the terms of the equity transfer will cause the shareholders to lose their shareholding rights,shareholders cannot withdraw from the company,and cannot inherit shareholder qualifications.Therefore,it is necessary to use certain criteria to judge the effectiveness of the articles of incorporation of the company's equity transfer clause.This article analyzes from the point of view of economics of law,and separately discusses the effectiveness of restrictions on equity transfer clauses of listed companies,unlisted public companies,and non-public corporations.Based on the study of the status quo of the limited transfer of shares in the domestic company limited by shares,this article also studied the legislative provisions on the transfer of equity in the articles of association of the foreign countries.The results show that both the civil law countries and the Anglo-American law countries generally leave room for restrictive regulations on equity transfer of the company's articles of incorporation and recognize the special effects of the company's articles of association,agreements and other restrictions on the transfer of shares.This paper puts forward some suggestions from the legislation of the company law,the design of the articles of association and the benchmarks of the judicial review based on the research results of the limitation of the stock transfer in the articles of association between domestic and foreign companies,and according to the problems in the domestic Limited by Share Ltd articles of association and the relevant enlightenment from foreign countries.It is believed that the shareholders should withdraw from the company's way,follow the principle of foreseeable,maintain the principle of equality of shareholders,introduce the standard of rationality and strictly explain the restrictions on the transfer of stock rights in the amendment of the articles of association.