Study On The Restriction Of Share Transfer In The Articles Of Non-listed Stock Companies

For the company limited by shares,Article 141 of the "Company Law of the People's Republic of China"(hereinafter referred to as "Company Law")sets the transfer time and the proportion of the transfer of the shares of the promoters and directors,supervisors and senior executives of the company limited by shares.limits.In comparison,there is no corresponding statutory restriction on the transfer of shares of ordinary shareholders,but it is not prohibited to make an agreement on the transfer of shares of ordinary shareholders through the articles of association.As a result,some non-listed joint-stock companies have agreed on the transfer of shares through the company's articles of association.After the relevant disputes occurred,most of the judges directly denied the validity of the articles of association restricting the transfer of shares in accordance with the provisions of Article 137 of the Company Law,“Shares held by shareholders can be transferred according to law”.However,this ignores the fact that a company limited by shares can also be classified as a listed company and a non-listed company.There is no doubt that the non-listed company can restrict the transfer of shares through the charter,but there is more controversy.In practice,there are a large number of unlisted joint-stock companies.Compared with listed companies,some non-listed joint-stock companies are closer to limited liability companies and have closed characteristics.In judicial practice,the court did not distinguish between the specific types and characteristics of the joint stock company,and understood the one-sided transfer of free shares,resulting in the problem of "different judgments in the same case" in practice.In this regard,the purpose of this paper is to clarify the analysis of the non-listed company through the charter to limit the transfer of shares.First of all,the conflicting judgments of several typical cases lead to the research object of this paper,that is,whether the company can restrict the transfer of shares,and on this basis,it expounds the scholars' different views on whether the company's articles of association can restrict the transfer of shares.Secondly,it analyzes the reasons for the restrictions on the transfer of shares in the articles of association,including the lack of perfection of the relevant legal norms of non-listed joint-stock companies and the understanding of the free transfer of shares.However,the deep-seated reasons are due to the imbalance of the types of companies in China.The dilemma that caused the law of non-listed joint-stock companies to apply in practice.Furthermore,through the use of data analysis,comparative analysis and other research methods,the two types of companies under the non-listed joint-stock company(ie unlisted public companies and non-public companies)are demonstrated,and on this basis On the value of the free transfer of shares,in some cases,whether the value of the company's charter autonomy will be given due to more basic ideas or interests,and the feasibility of restricting the transfer of shares by the non-public company's articles of association is derived.Finally,since it is not appropriate to place a non-public limited company with certain humanity and closedness in the legal system established for public sex companies,it should be classified into one company and limited liability company.Class,re-conceived the pattern of company type division in China.Since the charter of the limited liability company is allowed to restrict the transfer of shares,the non-public limited company that is in the same category as the limited liability company and has the humanity and the closedness should also have the power to restrict the transfer of shares through the articles of association.On this basis,the restrictions and restrictions on the restrictions on the transfer of shares of the non-public company limited by shares are conceived,and the legal consequences of the transfer of shares in violation of the restrictions of the articles of association are analyzed.