Study On The Effect Of The Articles Of Limited Liability Company On The Limitation

In the process of the establishment of the company's initial charter,if the sponsor is dissatisfied with a certain clause,he can vote with his foot.At this time,the promoter will not suffer other losses.If it is within his tolerance,the sponsor's capital contribution behavior Can be identified as his recognition of the terms of the company's articles of association,that is,the recognition of this "contract".In the subsequent revision of the charter,shareholders are no longer “no worries”.It is unlikely that they will leave the company at any time when they encounter clauses that they cannot tolerate,because the shareholders at this time have already invested in the company.Too much time and effort,if the shareholder has not transferred the shareholder's rights and he agrees to be bound by the revised terms,it is unfair.The amendment to the statute at this time does not have a contractual mechanism and should be considered as an autonomous rule.In view of the different nature of the two,although the legislation does not make a distinction,I believe that under the circumstances of the company's articles of association,the autonomous space of the two must be different.The Judicial Interpretation IV of the Company Law did not respond to this question,and there is no regret.However,in the “Discussion Draft of Judicial Interpretation of Company Law” adopted by the Supreme People's Court in December 2016,this issue was responded to,and the articles of association prohibiting or disguising the prohibition of equity transfer were invalid.In the officially published manuscript,this article was deleted,and the reasons for this are not known.However,in the final analysis,if the company's articles of association restrict the effect of “other regulations” on the transfer of equity,the law should make a clearer reply if it is to stop the dispute.When the company's articles of association transfer the equity to the other shareholders,the transfer price is generally specified in advance as the original price at the time of purchase by the shareholders.For the validity of such clauses,the shareholders agreed in the company's initial charter should be bound by the terms in accordance with the law,but the investment is risky,and no one can guarantee that the company will profit.If the company has obtained rich profits after years of operation,it is still possible for the departing shareholders to transfer the shares according to the original price.However,if the company fails to operate,it will go to the brink of bankruptcy.At this time,the departing shareholders still follow the price at the time of purchase of the shares.It is impossible to transfer the equity,which has become a reality.Therefore,in the company's articles of association,it is stipulated that the resigning shareholder needs to transfer the equity according to the price at the time of purchase,completely ignoring the law of commercial development and violating the business logic.Therefore,in order to limit the effectiveness of the equity transfer price terms,we need to determine according to the company's profitability.