Validity Analysis Of The Equity Transfer Restriction Clauses Of Limited Liability Companies

The limited liability company is a "creation on the German legislators' table".It combines the characteristics of unlimited companies,limited partnerships and joint-stock companies.And it can take advantage of capital aggregation and shareholders' participation.Since its inception,it has been adopted by many investors with strong vitality and unique joining or closure,keeping energized and strong in the market activities.The law stipulates that the limited liability company's closure should be responded to by "restricting the equity transfer of the limited liability companies".This paper cuts through the specific provisions of China's "Company Law" and puts forward many problems in the limited liability company's restrictions of equity transfer.There is room for the discussion in the "ambiguous provisions of the statutes" which are highly likely to lead to legally applicable disputes.Then this paper analyzes the diversification of equity transfer restrictions and the repeatability of the referee results by summarizing the cases in which the company restricts equity transfer.At the same time,it combines the current legislative related institutional arrangements,and analyzes the differences and trends of the judicial authorities'judgment on the effectiveness of the equity transfer restrictions.In order to solve the contradiction from the root,this paper starts from the perspective of civil juristic act to study the core legal issues faced in practice.The first step is to discuss the legal position of the articles of association,shareholders'agreement and shareholders' meeting resolutions in the equity transfer restrictions aiming at different carriers of the restriction rules.The second is to sort out the diversified views of the theory of equity transfer restrictions,clear the bifurcations,summarize the commonalities,and then propose that the legality and reasonableness standard should be the most convincing in theory.We should judge the legal effect of restriction rules basing on the general principles and concrete analysis.Then this part clarifies the boundary of the restriction from the pros and cons of the argument,grasps the balance between legal regulation and corporate autonomy,and explores the validity and boundary of the restriction.Finally,this paper sorts out the intertwined entanglement of the equity relationship and the contractual relationship to clarify the legal consequences of the violation of the equity transfer restriction rules.Only by grasping the basic characteristics of the equity transfer agreement and the key links of the completion of the equity transfer,can we clarify the time point of equity change,establish the effect rules of the equity transfer restrictions and exiting mechanism to balance the relationship between equity transfer restrictions of the limited liability company and the social transaction security and efficiency needs.