(Southwest University of Political Science and Law, Chongqing 400031,China)

Abstract: Inheriting shareholders’right  is an objective phenomenon due to the death happing during a company lasting. In our previous legislations, there was merely enacted on the conditions and procedure of obtaining shareholdes’ qualification through investigating originally, not  concerning such situations as inheriting shareholders’right basing on the facts of heritage or bequeathal. While, lately passed Company Law has clarified that legal heir could inherite the shareholders’qualification. Therefore, from the perspective of the relationships between company law and articles of association, this article is probing into the meaning of terms “unless otherwise provided in the articles of association”, so as to demonstrate the valuable connect between the articles of association and  parties autonomy. Furthermore, this article brings forward the necessity of referring to legislations of foreign countries or regions as well as some more specific enactory conceive contrasting to recent legislation.

Key Words: inheriting shares; inheriting shareholders’ right; shareholders’ qualification; the character of company law; Coase Theorem

（原载于《华东政法学院学报》2006年第2期）