Article 76 of the Company Law stipulates that after the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association. According to the provisions of Article 76 of the Company Law, the legal provisions on equity inheritance of a limited liability company have four meanings: it applies to the case that shareholders are natural persons; Inheritance can only be carried out by the legal heir of the deceased shareholder; The successor inherits the shareholder qualification; However, if the articles of association provide for the succession of shareholders' qualifications, such provisions shall prevail. The design of this system not only ensures the successor's right of inheritance, but also leaves sufficient space for the company's internal governance. The agreement on inheritance in the company's articles of association, whether only shares can be inherited or the shares of deceased shareholders are equivalent, is legal and effective. Therefore, in practice, the shareholders of the company can guarantee the characteristics and needs of the company's "human integration" through the agreement in the company's articles of association: "When a shareholder dies, his shares in the company need to be transferred to other shareholders, and the shareholders who have obtained the shares pay the same amount of property to the heirs of the deceased shareholder."
Secondly, it involves the issue of changing the registration of shareholders of the company. According to the first and second paragraphs of Article 35 of the Regulations of the People's Republic of China on the Administration of Company Registration, if the natural person shareholder of a limited liability company dies and his legal heir succeeds to the shareholder qualification, the company shall apply for change of registration in accordance with the regulations. Therefore, in practice, if the heirs and other shareholders have any objection to the right to inherit shares, they should file a lawsuit to confirm the right and demand to fulfill the obligation of change registration. The defendant is a company.
Under the existing industrial and commercial change registration system, the court shall accept the lawsuit of the heir requesting to confirm the shareholder qualification. Otherwise, as long as other shareholders of the company do not recognize the equity inheritance and the company does not actively perform the shareholder change registration, the legal heir cannot become a public shareholder and exercise the corresponding shareholder rights.