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有限责任公司股权非协议转让与股权协议转让不同,是非基于股东之间的合意或公司股东与第三人间的合意而进行的股权转让,一般是由于法律的直接规定产生,主要包括因婚姻关系的变动引起的股权转让,因遗产继承引起的股权转让,人民法院依照强制执行程序发生的股权转让和异议股东股权回购。股权的非协议转让是我国《公司法》中的薄弱环节,关于这方面的设定,《公司法》少有涉及。因此,实践中关于此类问题的处理也难免出现些问题。随着市场经济的发展,市场经济主体愈加活跃,新鲜的问题也层出不穷。我们应当树立问题意识,认真研究关于股权非协议转让的有关内容,对其进行完善,并在《公司法》中进行必要的规定和限制。
The transfer of equity non-negotiable shares of a limited liability company is different from the transfer of equity agreement, and it is a non-negotiable transfer of shares that is not based on the concurrence between shareholders or between the shareholders of the Company and the third party. It is generally due to the direct provisions of law, Transfer of equity due to change, transfer of equity due to inheritance of inheritance, transfer of equity in accordance with the enforcement procedures of the People’s Court and repurchase of the equity of dissenting shareholders. The non-negotiable transfer of equity is the weak link in the “Company Law” in our country. As for the setting in this respect, the “Company Law” is seldom involved. Therefore, in practice, the handling of such issues will inevitably be some problems. With the development of market economy, the main body of the market economy has become increasingly active, and fresh problems have emerged. We should establish a sense of problem, seriously study the non-negotiated equity transfer of the relevant content, to improve it, and the “Company Law” to make the necessary provisions and restrictions.