Research On The Restriction Of Equity Transfer Under The Autonomy Of The Charter Of Limited Liability Company

With the development of China's economy,the limited liability company,as the investment tool of shareholders,plays an increasingly important role in China's economic development.As the carrier of the limited liability company to realize corporate autonomy,the articles of association of the company plays an important role in maintaining the ownership structure of the company and the stability of the relationship between shareholders.Of course,in order to maintain the human rights of the company,article 71 of the company law of our country restricts the shareholders of limited liability companies from transferring their equity,and sets restrictions on the equity transfer by giving the company's articles of association the right of autonomy.However,as article 71 of the company law of our country does not clearly stipulate the scope of such authorization"separately stipulated in the articles of association" of limited liability companies,there have been many disputes about the effect of articles of association restricting the transfer of shares in practice.Some terms to the articles of association of the company actually has reached the ban or disguised the equity transfer,such as some of the limited liability company's articles of association shall not transfer its equity shareholders "lifetime","equity transfer must go through all the shareholders agree,if not agree,do not agree with shareholder is under no obligation to buy",these articles actually make the shareholders of a company's equity disposal right is limited or deprived,not conducive to the subsequent development of the company.Therefore,it is very important to clarify the nature of equity transfer restriction in article 71 of the company law.From the perspective of legality and rationality,this paper discusses the boundaries of restrictions on equity transfer imposed by the articles of association,and clarifies the internal and external effects of restrictions on different kinds of articles of association,as well as the consequences of shareholders'violation of the articles of association.