Study On The Margin Of Equity Transfer Effectiveness Restricted By The Articles Of Association Of Limited Companies

Article 71,paragraph 4 of the current "Company Law" grants the charter of the limited liability company the autonomy of equity transfer,which means that the company's articles of association can be made to meet the needs of its own development and are different from the current "Company Law" on the legal transfer of equity.Provisions.However,only in the paragraph of Article 71,paragraph 4,the company's may provide for the transfer of equity,and no other matching judicial interpretations are connected.This allows the company to regulate such matters.There are no other clear laws and regulations as a reference,and they are only formulated according to their own interests.At the same time,there are many cases of disputes arising from the unclear provisions of Article 71,Paragraph 4 of the Company Law in judicial practice.Different courts have also made conflicts in different cases based on different understandings of the provisions.Although equity is a property right of shareholders,it should be freely transferred,but the law still affirms the status of the company's articles of association in terms of restrictions on equity transfer.This legitimacy includes: a limited liability company is a company with both human and human rights.Unlike the company limited by shares;the modern company law is based on the principle of respecting autonomy,and the most important way of public and private self-government is the charter autonomy;in practice,the company is based on actual needs,for various purposes,such as stimulating or preventing employees In the industry where the core employees are engaged in non-competition restrictions after leaving the company,the equity transfer is restricted by the charter.This paper mainly sorts out the two most controversial provisions in the judicial practice regarding the restriction of equity transfer by the articles of association,that is,the constitutional compulsory equity transfer and the articles of association prohibit or prohibit the transfer of shares in disguise.By analyzing the reasons and basis of the court's ruling,and combining with the rerecognition of the nature of the company's articles of association,the paper analyzes the effectiveness boundary of the two types of statutes restricting the equity transfer regulations,and classifies the articles of association of the two types of statutes that restrict the transfer of shares.It is analyzed whether the regulation is made by the company's initial statute or company amendment,whether it violates the mandatory provisions of the law,the public order and the legislative purpose of the company law,and should also consider the equity transfer price in the analysis of the constitutional compulsory equity transfer.rationality.