Effectiveness Of The Terms Of Compulsory Equity Transfer In The Articles Of Association Of A Limited Company

Corporate autonomy,as a basic concept of modern corporate law,has given more autonomy to articles of association,especially limited companies based on their personal characteristics,which makes the effect of articles of association on the general restrictions on the transfer of shares without dispute,and the general restrictions are reasonable unless the articles of association completely prohibit the transfer of shares.However,there is no consensus on the effectiveness of the mandatory transfer of shares of a limited company,such as the agreement in its articles of association that "departing shareholders must transfer their holdings ".For the time being,the controversy in the initial articles of association is small,and the validity of dissenting shareholders is very different in the non-initial articles.Besides,there are different opinions on the validity of the price clause in the compulsory equity transfer.Therefore,the author combines the causes of the mandatory equity transfer and the legal factors that affect the mandatory equity transfer of a limited company to analyze the effectiveness of the mandatory equity transfer of a limited company.This paper is divided into three parts.The first part is an overview,which leads to the causes and situation classification of the phenomenon of compulsory equity transfer in the articles of association.On the one hand,it is because the law expands the space of constitution autonomy but it is not detailed enough,on the other hand,it is because of the phenomenon of employee stock ownership caused by enterprise reform and the post stock reform,these two kinds of shares with welfare color will also have an impact on the determination of equity price clause.In view of the situation classification,this paper discusses the compulsory shareholder transfer equity in the initial articles of association,the mandatory shareholder transfer equity clause in the amendment to the articles of association and the strongThe second part mainly analyzes the factors that affect the validity of the articles of compulsory equity transfer,including the human nature of the limited company,the nature of the articles of association and the nature of the equity: as a form of restricted equity transfer,it does not constitute a prohibition or disguised prohibition of equity transfer.The difference in the nature of equity can also lead to With the freedom of disposition of rights,the different theories of equity are derived from the comprehensiveness of its content,including property rights and personal rights.On the basis of the second part,the third part discusses the validity of the articles in three situations,including the mandatory shareholder transfer clause in the initial articles of association,the mandatory shareholder transfer clause in the amendment of the articles of association and the limited equity transfer price clause in the compulsory equity transfer.In the amendment of articles of association,it has different legal basis,it should belong to the rule of autonomy,and the clause of compulsory shareholder transfer is valid,and The principle of capital majority decision is valid for dissenting shareholders;for the price clause in equity transfer,because the essential attribute of equity is property,the equity price can be stipulated,and its provisions should conform to the principle of fairness and reasonableness,and the price setting should conform to the actual value of equity.In short,the articles of compulsory transfer of shares in the articles of association of a limited company shall be valid in the initial articles of association and amendments to the articles of association,and shall be binding upon all shareholders,without violating the provisions of the mandatory law and without prejudice to the public order and good manners and without prejudice to the property rights and interests of the shareholders.