有限责任公司股权对外转让限制规则探讨
Discussion on the Rules of Restrictions on External Transfer of Equity of Limited Liability Companies

2023年公司法修订前，有限责任公司股权对外转让存在较大的阻碍，其需要股东会决议通过，然而由于股东会的召开程序的规定，导致股东对外转让股权的行为受到极大的限制。本次公司法修订，取消了股权对外转让需要的程序，对股权的流通提供便利。根据股权是否有权利负担，可以将股权分为瑕疵股权与非瑕疵股权，二者对外转让产生的法律效果的范围是不一样的。但是我国存在大量瑕疵股权，此次公司法修订，对于瑕疵股权与非瑕疵股权对外转让并没有作出区别规定，就瑕疵股权对外转让后的责任进行了规定。在笔者看来对于非瑕疵股权对外转让，不涉及债务承担的问题，可以采取自由主义转让为原则，但是毕竟股权对外转让影响了有限责任公司的人合性，可以通过对例外事项进行规定，来限制转让；对于瑕疵股权的对外转让，结合《民法典》第五百五十一条中关于债权债务概括转移的规定，其转让对众多利益主体有深大影响，需要经过公司、股东以及相关董事、高级管理人员的许可。
Before the revision of the Company Law in 2023, there were significant obstacles to the transfer of equity of limited liability companies to the outside world, which required a resolution from the shareholders’ meeting. However, due to the regulations on the convening procedures of the shareholders’ meeting, the transfer of equity by shareholders to the outside world was greatly restricted. This revision of the Company Law has eliminated the procedures required for the transfer of equity to external parties and provided convenience for the circulation of equity. According to whether there is a right burden on equity, equity can be divided into defective equity and non defective equity, and the scope of legal effects generated by their external transfer is different. However, there is a large number of defective equity in our country. In this revision of the Company Law, there is no distinction between the transfer of defective equity and non defective equity, and the responsibility for the transfer of defective equity is stipulated. In the author’s opinion, the principle of liberal transfer can be adopted for the transfer of non defective equity to the outside world, which does not involve debt bearing. However, since the transfer of equity to the outside world affects the human rights cooperation of limited liability companies, exceptions can be stipulated to restrict the transfer; For the external transfer of defective equity, in combination with the provisions of Article 551 of the Civil Code on the general transfer of creditor’s rights and debts, the transfer has a significant impact on many stakeholders and requires permission from the company, shareholders, relevant directors, and senior management personnel.