限制股权转让背景下股东擅自转让股权合同的效力问题研究

A Study on the Effectiveness of Contracts for Shareholders to Transfer Equity without Authorization under the Background of Restriction of Equity Transfer

有限责任公司股权的转让与股份有限公司具有较大区别,为了保证有限责任公司的人合性,公司法的规定体现出对其自由意志的极大尊重,除了保证股东对转让股权具有优先购买权,还赋予公司章程可以对股权转让作出限制的权力,公司制度发展至今,有限责任公司股东转让股权的纠纷层出不穷,尤其是在有限责任公司的章程或全体股东的投资协议中设置了严格的股权转让条件后,股东违反章程或协议继续转让股权的情况也不在少数,在当前公司法背景下,如何认定有限责任公司股东与外部股权受让人签订合同效力就变得格外重要,内部股东的优先购买权与外部股权受让人利益之间产生的矛盾,如何化解也成为难题。在限制股权转让的背景下,有限责任公司股东对外签订的股权转让协议,由于案涉的法律关系主体不同,除了公司法的规定,还需结合民法典对法律行为效力的规定共同进行分析,在不存在明显违法事由的前提下,该股权的转让协议依法应当认定有效,在内部股东的优先购买权与外部股权受让人的利益保护之间,应当作出优先选择,在同等条件下支持内部股东的优先购买权,外部股权受让人可依据合法有效的协议追究转让股东的法律责任,确保自己利益不受侵害。

The transfer of equity in a limited liability company is significantly different from that of a joint stock limited company. In order to ensure the human rights cooperation of a limited liability company, the provisions of the company law reflect great respect for its free will. In addition to ensuring the preemptive right of internal shareholders, the provisions of the company’s articles of association on equity transfer have a high binding force on all shareholders. Since the development of the company system, disputes over the transfer of equity by shareholders of limited liability companies have emerged one after another. Especially after strict conditions for equity transfer are set in the articles of association or investment agreements of all shareholders of a limited liability company, there are many cases where shareholders continue to transfer equity in violation of the articles of association or agreements. In the current context of company law, it is particularly important to determine the effectiveness of contracts signed between shareholders of a limited liability company and external equity transferees. The contradiction between the preemptive right of internal shareholders and the interests of external equity transferees arises. How to resolve it has also become a challenge. In the context of restricting equity transfer, the equity transfer agreement signed by shareholders of a limited liability company with external parties should be analyzed in conjunction with the provisions of the Civil Code on the effectiveness of legal acts in addition to the provisions of the Company Law, due to the different legal relationship subjects involved in the case. In the absence of obvious illegal reasons, the equity transfer agreement should be recognized as valid in accordance with the law. Between the preemptive right of internal shareholders and the protection of the interests of external equity transferees, a priority choice should be made to support the preemptive right of internal shareholders under the same conditions. External equity transferees can pursue the legal responsibility of the transferring shareholder in accordance with a legal and effective agreement, and protect their own legitimate interests.