A Study On The Legal Regime Of Restriction On The Foreign Transfer Of Shares Of Limited Companies

Limited company is required to restrict the transfer of shares due to the characteristics of both human and joint venture.There are three provisions on the transfer of shares in our company law,two of which are mandatory and the third belongs to the autonomy of respecting the articles of association.shareholder pre-emption rules,and finally the company articles of association restrictions rules.The transfer of shares of limited companies involves many legal relationships and interests,and disputes often arise because of the complexity of the situation.This paper aims to study the relevant system of the restriction of the foreign transfer of shares of limited companies in our country,focusing on the most important shareholder preemption system and the rules of the constitution restriction.It is found that there are obstacles to other shareholders exercising the right of pre-emption in practice,in particular,the ambiguity of the criterion of“equal conditions”and the abuse of the “right of repentance”by the transferring shareholders make it impossible to realize the right of pre-emption successfully.Even if shareholders are able to exercise their rights,there are still some problems in the validity and manner of the exercise of their rights.By means of comparative study and literature research,the author compares and analyzes the characteristics and advantages of the relevant systems in various countries.This paper finds out the reference points of the design of China’s equity transfer system and tries to put forward some preliminary improvement measures.Optimize the path of shareholder’s right of first refusal and construct the criteria of legality and reasonableness to examine the contents of the articles of association of limited company.To realize the original intention involved in the restriction system of equity transfer and give full play to the important practical significance of the system.