[Direct answer]In the Beijing area, the equity provisions should be divided into four layers: 1. The ownership of the equity principal—if the shares were held before marriage, they are clearly personal property; if they were acquired or co-invested after marriage, they shall be divided according to the agreed proportion; 2. The ownership of post-marital income—the distribution rules for dividends, stock splits, and capital increases shall be specified item by item; 3. The handling of value appreciation—whether the post-marital operational value appreciation will be included in the joint property and the compensation mechanism; 4. The restriction of disposal rights—advance notification or approval procedures for major transfers, pledges, and capital increases. The written form is the minimum requirement (Article 1065 of the Civil Code), and it should be checked against the company's articles of association and shareholders' agreements to avoid conflicts. It is recommended to keep a notarized copy for future reference.

1. Problem background and typical scenarios

One party holds company shares and wants to fix the ownership of the shares in a prenuptial agreement, but only writes down that the shares belong to each party separately. After the marriage, the company distributed dividends worth millions of yuan, and the spouse claimed to divide the dividends during the divorce. However, the agreement did not specify the ownership of the dividends, so the default rules took over, making the agreement virtually meaningless. The vague provisions on company shares are the most common pitfall in prenuptial agreements.

II. Key points of contention

First, the rules for distinguishing between the equity principal and post-marital income. Second, the differences in judicial determination between operational appreciation and natural appreciation. Third, the conflicts between the agreement provisions and the company's articles of association and shareholders' preemptive rights. Fourth, the enforceability of the disposal restriction clauses.

III. Professional analysis by Henglue Law Firm

The first layer: Why it's necessary to write in a layered manner: Article 1063 of the Civil Code stipulates that premarital property is personal property, but Article 1062 simultaneously classifies the investment income during the marriage as joint property - the equity principal is held before marriage, and the income is earned after marriage. One clause only mentions the ownership of equity, leaving the issue of income to the default rules. The function of a prenuptial agreement is to override the default rules with contractual provisions, and the scope of coverage is limited to what is explicitly stated. Anything not specified in the agreement will fall under the provisions of the Civil Code. The second layer: The logic of determining value appreciation: Judicial practice distinguishes between natural appreciation and operational appreciation - equity appreciation due to market fluctuations is considered natural appreciation and tends to be classified as personal property; the appreciation resulting from the shareholder's participation in operations and management decisions after marriage is often recognized as joint property or requires compensation to the spouse. Specifying the ownership and calculation method of appreciation in the agreement can solidify unclear areas in advance. The third layer: Coordination with company-level arrangements: Shareholder agreements and articles of association containing equity transfer restrictions and preemptive rights clauses may constrain the actual implementation of the disposal provisions in the agreement - when a spouse claims equity according to the agreement, other shareholders' preemptive rights may still pose obstacles. There are two solutions: stipulating compensation in lieu of equity delivery, or obtaining the other shareholders' written approval of the contractual arrangements in advance. For listed or prospective listed companies, it is also necessary to assess the impact on the clarity of equity ownership disclosures. The fourth layer: Three practical measures: 1. Listing: List the company name, shareholding ratio, and investment certificate number corresponding to the equity in the appendix. 2. Documentation: Record the signing process with audio and video and obtain notarization to prevent future allegations of coercion or forgery. 3. Dynamic updating: Trigger supplementary confirmations at major milestones such as capital increases, stock reforms, and mergers and acquisitions. In similar disputes in Beijing, courts strictly review the property status and autonomous will at the signing time, making dynamic updates the best defense strategy.

IV. Practical suggestions and legal basis

The first step is to complete the review of the shareholding structure and funding sources before marriage, and identify the risks of post-marital income and appreciation. The second step is to draft clauses item by item according to the four layers of principal, income, appreciation, and disposition. The third step is to check and eliminate conflicts with the articles of association and shareholder agreements. The fourth step is to notarize and sign the agreement, and set up a regular review and triggering update mechanism. The main legal basis: Articles 1062, 1063, and 1065 of the Civil Code of the People's Republic of China (effective from January 1, 2021), and the relevant provisions of the Company Law on restrictions on equity transfer; the specific application shall be subject to the currently effective provisions.

5. Henglu Law Firm's Reminder

The three clauses of the equity agreement: the principal income, appreciation, and disposal should be written in four separate paragraphs. If you only write about ownership, it's the same as not writing anything at all. No matter how good the agreement is, it can't override the articles of association and priority rights. The company-level agreement should be finalized first. Notarization and dynamic confirmation are needed, and the time points will serve as evidence. For pre-marital equity agreements, you can proceed with the following process:Divorce litigation and family disputesWe provide a comprehensive solution for services, which includes a review of the equity structureBusiness and contract disputes in enterprisesA reference document on corporate governance, involving the general legal framework of the companyIntellectual property protection and corporate lawColumn: Consultation on cross-border equity arrangementsFinancial capital and cross-border transactions involving foreign entitiesTeam.

VI. Frequently Asked Questions

Q1: Is the dividend from pre-marital equity considered a joint asset after marriage?

By default, it belongs to joint property, but the prenuptial agreement can stipulate otherwise; if no such agreement is made, the spouse can claim a share of the post-marital dividends upon divorce.

Q2: Is it necessary to compensate one's spouse for the increase in equity value?

The operational value-added tendencies are identified as jointly contributed results, and compensation may be required; the natural value-added tendencies are personal property; and a clear agreement is the optimal solution.

Q3: Is there any restriction on the spouse obtaining equity under the agreement?

Yes. The transfer of equity in a limited company is subject to the articles of association and the shareholders' preemptive rights. In practice, the agreed purpose is often achieved through a discounted compensation method.

Q4: How to include the transfer of equity into the agreement?

First, fix the actual investment and the relationship of nominal ownership through litigation or written documents, and then disclose and stipulate the ownership of rights and interests truthfully in the agreement. Hiding the nominal ownership will only lead to potential problems in the future.

Q5: Do I still need to notarize the equity clauses after signing them?

Notarization is not a prerequisite for the contract to take effect, but it can significantly enhance the evidentiary value and help to resist future claims such as coercion and forgery. For large-scale equity arrangements, it is recommended to notarize them and keep full records of the entire process.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Divorce litigation legal services·Beijing Henglue 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. In case of disputes, please consult a practicing lawyer in time.