A Study On Legal Limitation Of Transfer Of Equity In Limited Articles Of Association

Based on the autonomy of the company,the Company Law amended in 2018 stipulates that the articles of association "otherwise" from its provisions.Among them,Article 71 on the articles of association restricting equity transfer of limited liability companies also contains "other provisions",but there is no clear scope of application.With the occurrence of a large number of equity transfer of limited liability companies and the complex and diverse provisions of equity transfer of the articles of association,the ambiguity of "other provisions" makes there are many differences in the legal application of the case.The author focuses on the core issues of the transfer of equity:first,is the validity of the company through the articles of association,and the legal consequences of the limitation of equity transfer.First of all,about the legitimacy of the restricted equity transfer of the limited company,the author provides theoretical support for the restricted equity transfer of the limited company from the autonomy of the articles of association,the normative nature of Article 71 of the Company Law and the legitimacy of the restricted equity transfer.For the nature of the constitution,the author discusses the two aspects of the contract and the autonomous regulation,and the author of the mandatory and arbitrary norms,including the rationality and necessity of the freedom of equity transfer and the advantages of the theory of equity transfer,considering the freedom of equity transfer as the "principle rule".Secondly,on the reasonable scope of the articles of association of limited companies: the author summarizes the types of articles of association that restrict equity transfer in judicial practice,including: the prohibition of equity transfer clause,increasing the provisions of consent restriction clause,the compulsory equity transfer clause,and revising the articles of association to change the equity transfer restriction clause.Combined with the advantages of the 96,and using the "rationality standard",Japanese designated transfer system,and the effectiveness of the German notarization system,provides five criteria,are: should distinguish between prohibitive and restrictive clause,without the initial constitution and subsequent articles of association,in the introduction of "rationality standard",should retain the shareholder exit channel and through strict transfer procedures to achieve legal and reasonable goals in the equity transfer.Finally,the author discusses the legal consequences of the transfer of the equity: the author discusses the effect of the change of the equity transfer contract and the effect of the transfer of the equity against the transfer contract between the parties。...