Legal Affairs Of Voluntary Equity Transfer Restriction In Limited Company

Equity transfer restriction is an important part of the system of limited liability company,because harmonious(cooperation)among shareholders and capital integrity of limited liability company.capital integrity manifests as free flow of capital and free equity transfer.Harmonious(cooperation)among shareholders manifests as mutual trust between shareholders,and stable members,so the transfer of shares is limited.Voluntary equity transfer restriction is also the embodiment of the principle of contractral freedom in company law.Respecting the legitimate rights of the investors and the freedom of contract not only reflects the judicial character of the company law,but also reflects the value of freedom and efficiency pursued by the company law.Stand in the Angle of the new corporation law,this article tries to understand the legislative intent,using method of theoretical analysis,comparison,reference,sum up,combined with own judgment,provide the beneficial help for voluntary equity transfer agreement of a limited liability company.The first part of this article interprets theoretical basis.harmonious(cooperation)among shareholders and capital integrity are important part in limited liability company,with freedom of contract spirit,the autonomy attribute of articles of association provides form for voluntary equity transfer restriction,limited can be contrancted by the articles of association or other documents that are formulated by the shareholders,the first three paragraph of article 71 of company law the providefour legal restrictions of equity transfer,but this article does not cover every situation,and has incomplete legal requirement,will inevitably lead to the existence of limited and decision effectiveness.The second part of this article talks about different contents of limit,such as banned and mandatory share transfer,restrict term,restrict the receiving party,restrict program.These different limit maintain a normal operation of the company and stable ownership structure,guarantee control function.The third part of this paper discusses the criteria for determining the effectiveness of the limited equity transfer agreement.To limit the effectiveness of the standards specified in the judgment,it is necessary to distinguish between different legal restrictions and limited,between amendments to the articles of association and the original articles of association,drawing lessons from the judgement standard in comparative law.According to the discussion in this part,criteria for effectiveness of limited companies can be summarized as 4 points: the agreed restrictions shall not violate the mandatory provisions of the law or the public interest;The agreed limit is not obviously unreasonable;Shareholders know or should know the agreed limits;Convention limits meet formal requirements.