According to the provisions of the Civil Code, if the company's transfer exemption agreement causes the other party's property losses due to intentional or gross negligence, the exemption clause has no legal effect.
People's Republic of China (PRC) Civil Code
Article 497 A standard clause is invalid under any of the following circumstances:
(1) The provisions of Section 3 of Chapter VI in Part I of this Law and Article 506 are invalid;
(2) The party providing the standard terms unreasonably exempts or lightens its responsibilities, aggravates the responsibilities of the other party or restricts the main rights of the other party;
(3) The party providing the standard terms excludes the other party's main rights.
Validity of exemption clauses The following exemption clauses in this contract are invalid:
(1) Causing personal injury to the other party;
(2) Causing property losses to the other party due to intentional or gross negligence.
Second, the conditions of the company's transfer
1, substantive elements
(1) internal transfer conditions
Because the equity transfer between shareholders will only affect the proportion of internal shareholders' investment, that is, the size of rights, for a limited liability company that attaches importance to human factors, its foundation of existence, that is, the mutual trust between shareholders, has not changed. Therefore, the provisions on the substantive elements of internal transfer are not strict, and there are usually the following three situations:
First, shareholders can freely transfer all or part of their shares without the consent of the shareholders' meeting.
Second, in principle, shareholders are free to transfer all or part of their shares, but the articles of association can attach other conditions to the transfer of shares between shareholders.
Third, it is stipulated that the equity transfer between shareholders must be approved by the shareholders' meeting.
(2) Restrictions on foreign transfer
Limited liability company has the attribute of human cooperation, and the personal credit and relationship of shareholders directly affect the style and even reputation of the company. Therefore, many countries have many restrictive regulations on the transfer of shares by shareholders of limited liability companies to third parties outside the company. It can be roughly divided into two categories: statutory restrictions and agreed restrictions. Legal restriction is actually a compulsory restriction, and its basic practice is to directly stipulate the restrictive conditions of equity transfer in legislation. The transfer of equity, especially to a third party outside the company, must comply with the provisions of the law to be effective. In essence, agreed restriction is an autonomous restriction. Its basic feature is that the law does not impose rigid requirements on transfer restrictions, but leaves this issue to shareholders to deal with themselves, allowing companies to make specific restrictions on equity transfer through articles of association or contracts.
2. Formal requirements
In addition to meeting the above substantive conditions, equity transfer generally has formal requirements. The so-called formal requirements of equity transfer involve not only the formal conclusion of equity transfer agreement; It also includes whether the equity transfer needs legal procedures such as registration or fairness. The company laws of many countries clearly stipulate the formal requirements of equity transfer.
The above is my analysis. According to the provisions of the Civil Code, the exemption clause of company transfer unreasonably exempts or lightens its responsibility and aggravates the other party's responsibility; If the property loss of the other party is caused by intentional or gross negligence, the exemption clause is invalid. If you need legal help, readers can consult.