[Direct answer]In the Beijing area, inheritance is generally allowed, but the articles of association may impose restrictions. Under the new Company Law, 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 (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 articles of association prohibit 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 means) → checking whether the articles of association impose restrictions → handling the industrial and commercial change registration.

I. Problem Background and Typical Scenarios

The company's founder suddenly passed away, and his widow wanted to enter the company as a shareholder with a will, but the other shareholders firmly opposed it, saying "the company cannot allow outsiders to join". There were also articles of association that didn't mention any provisions on equity inheritance at all. When the inheritor 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 partnership" and "property ownership".

II. Key points of contention

Firstly, the distinction between shareholder succession and property succession. Secondly, the scope of the effectiveness of the statutory restriction clauses. Thirdly, multiple succession and the upper limit of the number of shareholders. Fourthly, the connection between succession and corporate governance.

III. Professional analysis by Henglue Lawyers

First, a two-track structure of rules: Equity is a composite of property rights and member rights - from the perspective of inheritance law, equity can be inherited by the heirs without obstacles; from the perspective of company law, limited companies have a human-centered nature, and Article 90 of the new Company Law continues the rule that after the death of a natural person shareholder, his legal heirs can inherit the shareholder status, unless otherwise provided 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 prohibit 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. Second, a review checklist of articles of association provisions: Are there any provisions restricting equity inheritance (most mature companies have such provisions)? The specific content of the restrictions is "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, it may be deemed 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. Third, 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 at a discounted price; if the number of shareholders exceeds 50 due to inheritance, technical measures such as nominee holding and shareholding platforms need to be implemented; attention should be paid to the defects in investment - if the deceased shareholder has not paid the full investment, the heirs shall bear the obligation to continue to pay within the scope of inheritance, and those who waive inheritance shall not be subject to this obligation; during the period from the commencement of inheritance to the change of registration, the equity's right to profits (dividends) belongs to the heirs, and the exercise of voting rights shall be handled in accordance with the registered status. Fourth, procedural implementation and dispute prevention: No-dispute path - the 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 claiming priority to purchase, disputes over the validity of the will) - first analyze the inheritance legal relationship and then handle the company law issues, and if necessary, handle the two legal relationships separately; prevention advice for business owners: Include equity inheritance in the articles of association before death (specify the qualification conditions of the 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 the 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 without obstacles in the articles of association, and to initiate a lawsuit for shareholder qualification confirmation if there are obstacles; the fourth step is to calculate the value of the equity assets in accordance with the articles of association and claim compensation. The main legal basis: the relevant provisions on the inheritance of equity 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. Henglue Law Firm's Reminder

There are three key points regarding equity inheritance: qualifications and assets are calculated separately; the articles of association may restrict eligibility but not value; first check the articles of association before claiming registration, and if the other party refuses to cooperate, file a lawsuit for confirmation; entrepreneurs should draft articles of association and write wills during their lifetime to avoid leaving uncertainties about the company to their descendants. Those involved in equity inheritance disputes can seek assistance through legal channels.Inheritance of property and division of family assetsThe service provides a comprehensive solution, which includes the integration of corporate governance and bylaw 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 situations, you can seek advice from the columnIntellectual property protection and corporate lawTeam.

VI. Frequently Asked Questions

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

Where there are no restrictive provisions in the articles of association, 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 monetary compensation for the equity they inherit.

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

They can jointly register as shareholders or, through internal consultation, one person can hold the shares while the others will be compensated in cash.

Q4: Who should 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 those who renounce the inheritance do not need to 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 about specific situations.

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

Disclaimer: This article is compiled based on the current effective laws and regulations and public 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.