有限责任公司股权继承之析
发布时间：2019-04-02 07:30
【摘要】：有限责任公司股权既含股东资格,又有财产内容,尽管其具有身份属性,但不是人身权,可以转让,也可依法基于其他法律事实移转。由于有限责任公司股权具有人合性,因而,公司其他股东可以限制死亡股东的继承人继承公司股东资格。股东限制股东资格继承的,必须通过公司章程。公司章程未禁止或限制股东资格继承的,自然人股东死亡后,其合法继承人可以继受股东资格。由于继承对象仅仅限于财产,继承财产的无须他人同意,故此项继受股东资格的情形虽被《公司法》第76条称为"继承",但本质并非继承,只是股东地位的移转,以及移转准用《继承法》的规定。由于我国《公司法》对有限责任公司股东人数的限制,当股东资格分割"继承",或者"继承"后分割背离《公司法》关于有限责任公司股东人数规定时,应当禁止分割。
[Abstract]:The stock right of the limited liability company contains both the shareholder qualification and the property content. Although it has the identity attribute, it is not the personal right, can be transferred, also can be transferred according to law on the basis of other legal facts. Because the equity of the limited liability company is human, other shareholders of the company may restrict the successor of the deceased shareholder to inherit the qualification of the shareholder of the company. Where shareholders restrict the succession of shareholders, they must pass the articles of association of the company. If the articles of association of a company do not prohibit or restrict the succession of shareholders, after the death of a natural person's shareholder, his lawful heir may succeed the shareholder's qualification. Since the object of succession is limited to the property and the succession of the property does not require the consent of others, this case of succession to shareholders is referred to as "inheritance" in Article 76 of the Company Law, but in essence it is not succession, but only the transfer of shareholders' status. And transfer permission to use the provisions of the inheritance Law. Due to the limitation of the number of shareholders in the Company Law of our country, the division of shareholders should be prohibited when the shareholders' qualification is divided into "inheritance" or after the division deviates from the provisions of the Company Law on the number of shareholders in a limited liability company.
【作者单位】： 华东政法大学法律学院
【分类号】：D922.291.91
[Abstract]:The stock right of the limited liability company contains both the shareholder qualification and the property content. Although it has the identity attribute, it is not the personal right, can be transferred, also can be transferred according to law on the basis of other legal facts. Because the equity of the limited liability company is human, other shareholders of the company may restrict the successor of the deceased shareholder to inherit the qualification of the shareholder of the company. Where shareholders restrict the succession of shareholders, they must pass the articles of association of the company. If the articles of association of a company do not prohibit or restrict the succession of shareholders, after the death of a natural person's shareholder, his lawful heir may succeed the shareholder's qualification. Since the object of succession is limited to the property and the succession of the property does not require the consent of others, this case of succession to shareholders is referred to as "inheritance" in Article 76 of the Company Law, but in essence it is not succession, but only the transfer of shareholders' status. And transfer permission to use the provisions of the inheritance Law. Due to the limitation of the number of shareholders in the Company Law of our country, the division of shareholders should be prohibited when the shareholders' qualification is divided into "inheritance" or after the division deviates from the provisions of the Company Law on the number of shareholders in a limited liability company.
【作者单位】： 华东政法大学法律学院
【分类号】：D922.291.91
【参考文献】
相关期刊论文 前1条
1 王勇华;有限责任公司股份自由继承的理论基础[J];法学;2005年10期
【共引文献】
相关期刊论文 前10条
1 张蓉;试析民事法律行为制度与意思自治的关系[J];安徽工业大学学报(社会科学版);2005年01期
2 孔东菊;;有限责任公司股权的性质[J];安徽工业大学学报(社会科学版);2006年03期
3 陈亚东,田s，
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