A Study On The Limitation Of Equity Inheritance In Limited Liability Companies

Equity is in nature a kind of comprehensive right,both the property attribute,and identity attribute.Its core content is property right.It should be included in the scope of the heritage and become the object of legal relation of inheritance.However,in order to maintain the trust interests among shareholders,it is necessary to give the company the right to limit the ownership of shares.Article 75 of the Company Law of the People's Republic of China(hereinafter referred to as the Company Law)stipulates that "after the death of a natural person's shareholder,the lawful heir may inherit the shareholder's qualification;except as otherwise provided for in the articles of association.This is the first time that the Company Law relates to the equity succession of a limited liability company,and it is clear that the articles of association can limit the ownership inheritance.However,due to the broad ambiguity of the provisions,it is impossible to deal with the complex problems of equity inheritance in the real world.Through in-depth analysis of the legislative and practical situation,it can be concluded that there are two aspects:the Company Law and the constitution.From the legislative level,firstly,there 1s a lack of restriction on the subject,which is embodied in the issue of the succession of people and special status heirs;secondly,the tenn "shareholder's qualification" used by the law as an object of equity inheritance is inappropriate,resulting in confusion between equity and shareholder qualification.In the end,there is a lack of time and procedural rules to limit the inheritance of stock rights.In practice,after the death of the shareholder,the company will limit the inheritance through the articles of association.In terms of the constitution,first of all,it is necessary to clarify the contents of the ownership inheritance.Secondly,there exists a situation where the shareholders' wills and articles limit the conflict,so it is necessary to clarify the rules of conflict resolution.On the basis of the introduction and reference of the Anglo-American legal system and the continental legal system,this paper puts forward some suggestions on perfecting the restriction of the stock inheritance in China.In the Company Law,the first problem for many people inherit,can be introduced into Japan inheritance that do not limited to equity.In view of the civil servants and other special main body,it should be clear that they can only obtain the corresponding property share equity;secondly,it is proposed to modify "inherit shareholder qualification" to "equity inheritance".In terms of the content,it is clear that equity inheritance can only restrict the right of identity and deprive the inheritor's property rights.Finally,according to the existing legislation,it should design the perfect equity inheritance restriction procedures,and clarity the regulation is limited to the shareholder's death before the restrictive clause.At the corporate charter level,the author first provides three kinds of equity inheritance restrictions for reference.Then,in combination with the foregoing,it is clear that the essence of the conflict between the constitution and wills is to make effective provisions within their respective jurisdictions.