[Direct answer]In the Beijing area, inheritance is allowed in principle, but bylaws can restrict it—under the new Company Law, after the death of a natural person shareholder, their legal heirs can inherit the shareholder status, unless the company's bylaws stipulate otherwise (such as requiring shareholder approval for equity inheritance or granting other shareholders the right of first refusal). At the same time, two distinctions should be noted: what is inherited is the entire equity (property rights + shareholder status). If the bylaws restrict the inheritance of the status, the heirs can still obtain the property value corresponding to the equity (transfer payment). In practice, there are three steps: confirming the inheritance rights (through a will or legal process) → checking whether the bylaws contain restrictions → handling the industrial and commercial change registration.

1. Problem background and typical scenarios

The company's founder suddenly passed away, and his widow wanted to join the company as a shareholder with a will, but the other shareholders firmly opposed it, saying "the company can't let outsiders in". There were also articles of association that didn't mention equity inheritance clauses at all. When the heir went to handle the change registration with a notarized certificate, the market supervision department required the other shareholders to cooperate. Often, the obstacles in equity inheritance are not the right of inheritance itself, but the tug-of-war between "personal unity" and "property rights".

II. Key points of contention

First, the distinction between the inheritance of shareholder qualifications and the inheritance of property. Second, the scope of the effectiveness of the restrictive clauses in the articles of association. Third, multiple inheritance and the upper limit of the number of shareholders. Fourth, the connection between inheritance and corporate governance.

III. Professional analysis by Henglue Law Firm

The first layer is the dual-track structure of rules: equity is a composite of property rights and member rights—at the level of inheritance law, equity can be inherited by the heirs without obstacles; at the level of company law, limited companies have a human-based nature, and Article 90 of the new Company Law continues the rule: after the death of a natural person shareholder, his legal heirs can inherit the shareholder status, unless otherwise stipulated in the company's articles of association. Interpretation points: The articles of association can exclude the inheritance of qualifications (stipulating that the company or other shareholders will purchase the deceased shareholder's equity), but cannot exclude the inheritance of property rights—if the articles of association block the inheritance of qualifications (stipulating that the company or other shareholders will purchase the equity), the heirs have the right to obtain the transfer consideration at fair value, and the company or purchasing shareholders cannot deny both qualifications and compensation. The second layer is the review checklist of articles of association provisions: are there provisions restricting equity inheritance (most mature companies have such provisions)? Are the specific contents "requiring the shareholders' meeting to agree", "other shareholders having priority to purchase at appraised value", or "mandatory repurchase"? The enforceability of the provisions—if the articles of association stipulate that "the shareholders' meeting must unanimously agree to the inheritance", and other shareholders maliciously disagree, this may be regarded as a disguised deprivation of property rights in practice and be adjusted accordingly; if there are no articles of association restrictions, the heirs can directly claim to be registered as shareholders with a will or inheritance notarization, and the consent of other shareholders is not necessary. The third layer concerns multiple inheritors and technical details: if equity is inherited by multiple inheritors, they can jointly own the equity (registered as multiple shareholders) or negotiate one person holding the shares and internally distributing the equity; if the number of shareholders exceeds 50 due to inheritance, technical measures such as holding shares through a platform must be taken; attention should be paid to the defects in capital contribution—if the deceased shareholder has not paid the actual capital, the heirs shall bear the obligation to continue to pay within the scope of inheritance, and those who waive inheritance shall not be bound by this obligation; during the period from the commencement of inheritance to the change of registration, the equity's right to income (dividends) belongs to the heirs, and the voting rights are handled according to the registered status in practice. The fourth layer concerns procedural implementation and dispute prevention: no-dispute path—heir's identity certificate + kinship certificate + death certificate + will or inheritance notarization, apply to the company for the change of shareholder register, and if the company refuses to cooperate, initiate a "shareholder qualification confirmation lawsuit" and request the change of registration. After winning the lawsuit, handle the industrial and commercial change according to the judgment; disputed path (restrictions in the articles of association, other shareholders' claims to priority purchase, disputes over the validity of the will)—first analyze the inheritance legal relationship and then handle the company law issues, and the two legal relationships may be handled separately if necessary; advice for business owners at the prevention stage: include equity inheritance in the articles of association (specify the qualification conditions for heirs and the evaluation and repurchase mechanism) and cooperate with wills or agreements among shareholders, so as not to let the company governance hang on inheritance disputes.

IV. Practical suggestions and legal basis

The first step is to retrieve the company's articles of association and check the provisions on equity inheritance as soon as possible. The second step is to fix the evidence of inheritance rights (wills, kinship relationships, notarial documents). The third step is to apply for changes to the shareholder register and industrial and commercial registration if there are no obstacles in the articles of association, and to initiate a lawsuit for confirmation of shareholder qualifications if there are obstacles. The fourth step is to calculate the value of the equity assets according to the provisions of the articles of association and claim compensation. The main legal basis: the relevant provisions on equity inheritance in limited companies in the Company Law of the People's Republic of China, the relevant provisions of the Inheritance Chapter of the Civil Code of the People's Republic of China, and the relevant content of the Supreme People's Court's Interpretation on Several Issues Concerning the Application of the Company Law; the specific application shall be subject to the currently effective provisions.

5. Henglu Law Firm's Reminder

There are three key points regarding equity inheritance: 1. Qualifications and assets are calculated separately. 2. The articles of association may restrict eligibility but cannot restrict value. 3. First verify the articles of association before claiming registration. If the other party refuses to cooperate, file a lawsuit for confirmation. 4. Entrepreneurs should draft articles of association and wills during their lifetime to avoid leaving uncertainties about the company to their successors. For disputes involving equity inheritance, you can seek assistance through legal channels.\nInheritance of property and division of family assetsThe service provides a comprehensive solution, which includes the integration of corporate governance and bylaws designBusiness and contract disputes in enterprisesFor cases involving litigation over the confirmation of shareholder status, the following materials may be referred to for reference:Special servicesFor any questions regarding difficult cases, please feel free to consult us.Intellectual property protection and corporate lawTeam.

VI. Frequently Asked Questions

Q1: If the other shareholders disagree, can the heir become a shareholder?

Where the articles of association do not contain any restrictive provisions, the heirs shall inherit the status of shareholders in accordance with the law, and the consent of other shareholders is not a prerequisite for this.

Q2: What should I do if the articles of association prohibit the inheritance of equity?

The status of a shareholder cannot be inherited, but the heirs have the right to receive the property consideration for the equity.

Q3: What should I do if multiple children all want equity in the company?

They can jointly register as shareholders, or hold shares internally through consultation, with the remaining shares compensated at a discounted price.

Q4: Who will bear the responsibility for the unpaid capital of the deceased shareholder?

The heir shall bear the obligation to continue to make payments within the scope of inheritance, but the one who renounces the inheritance need not do so.

Q5: What should I do if the company delays in handling the change registration?

Initiate a lawsuit for the confirmation of shareholder status and handle the industrial and commercial change registration based on the effective judgment.

This case is handled by Beijing Henglu Law Firm.Yuan HangThe attorney (practice license number: 11101202110286151, subject to the document issued by the judicial administrative organ) acts as the agent.

The above content is based on the compilation of judicial practices in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limit. →Legal services for inheritance·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.