On The Validity Of Restricting The Teansfer Of Shares In The Articles Of Association Of Limited Liabilit Companies

The articles of association of the limited liability company stipulate that the articles of association can restrict the transfer of shares under certain circumstances,which shows the principle of autonomy of the articles of association.The validity of such statutes is controversial in theorists.Judicial practice also has a lot of differences on this issue,resulting in different trial results of dispute cases caused by this problem.The purpose of this paper is to analyze the validity of the provisions in the articles of association of limited liability companies to restrict the transfer of shares,and to clarify its identification criteria,hoping that the resolution of disputes in this process will be of reference value in judicial practice.Based on the three typical cases caused by the articles of association restricting the transfer of shares,this paper makes a detailed analysis and summary of the focus of disputes and differences of views.The application of Article 71,paragraph 4,of the Company Law,the nature of the articles of association,the limits of the freedom of the articles of association,and the validity of the articles of association restricting the transfer of shares are also analyzed.Through the analysis,it is concluded that the confirmation of the validity of the articles of association restricting the transfer of shares will affect the overall rights and interests of the company,the legitimate interests of the creditors and the rights and interests of the small and medium shareholders of the company.Validity judgment should be made on the basis of case-by-case and balance the interests of all parties.Last In this paper,the author summarizes the case and legal analysis of this paper,and puts forward some trial suggestions for the different situations in this kind of dispute cases.