Nowadays,the design of articles of association is becoming more and more personalized,and the setting of articles of association is often "tested" at the edge of the law.In practice,the effectiveness problems caused by the articles of association restricting rights often occur.Through the search and analysis of relevant cases,it is found that in judicial practice,there are strong representativeness in the identification of the validity of restriction on equity transfer,restriction on shareholder’s voting right and restriction on shareholder’s right to know.At the same time,it is found that the identification of the validity of restriction on shareholder’s right by company’s articles of association in China is in a dilemma.On the one hand,in the field of theory and practice,there is no consensus on the judgment reasons and legal principles for the validity determination of the articles of association restricting shareholders’ rights.On the other hand,the application of specific legal provisions in different cases will have different effects,and the law can not exhaustively regulate all the realistic situations.In this paper,the effect of the articles of association limiting shareholders’ rights should be judged by the principle standard in judicial practice,and judges should be given appropriate discretion in judicial practice.The study on the validity of the articles of association limiting shareholders’ rights will help to improve the relevant company legislation in China and provide more reasonable space for the autonomy of the articles of association.Only by prudently intervening in the behavior of corporate autonomy with reasonable and appropriate standards,encouraging corporate autonomy and innovating the old business model,can we better demonstrate the function of the articles of association,release the vitality of the market,realize the legislative purpose,and better promote the steady development of the economic market.In order to put forward the legal advice on the validity identification standard of the articles of association of limited company which restrict shareholders’ rights,this paper starts from the legislative analysis and judicial investigation.The article of the articles of association of the company to restrict the rights of shareholders to carry out legislative analysis,focusing on the restriction of equity transfer,restriction of shareholders’ voting rights and restriction of shareholders’ right to know the legal provisions of the analysis;It sorted out the typical judicial cases that restricted the transfer of shares,restricted shareholders’ voting rights and restricted shareholders’ right to know and investigated the judgment situation.Through the above analysis,found the company’s articles of association limit shareholder rights clause decided the following problems: the regulations are too "principles",mandatory and facultative resembles "properties",the nature of the company’s articles of association,the understanding of different impact on terms and conditions decided,capital majority and shareholder rights protection have different value criteria.To solve the problem of the company’s articles of association of the proposed limit shareholder rights clause decided problem,given the company’s articles of association limit shareholder rights clause validity cognizance standard legal advice: refine the company’s articles of association,the legal attribute set,the nature of the analysis of the company’s articles of association,as well as the shareholders’ interests balance,aimed at preventing the articles of association of limited shareholders rights disputes occur,the cause of the incidence of cases.At last,the author puts forward some suggestions to improve the standard of validity identification of articles of association: adhere to the principle of case review,protect the right of dissenting shareholders to withdraw and ensure the right of claim for damages of shareholders with limited rights,so as to make a contribution to the settlement of articles of association disputes in judicial practice.To sum up,it can be concluded that corporate autonomy cannot be separated from the backing of the invisible hand of the state,but at the same time,enough space should be given to corporate autonomy,so as to better promote the development of economy. |