A, the civil code in the transfer of the company exemption agreement has legal effect

The civil code provides that the transfer of the company exemption agreement, if there is due to intentional or gross negligence caused by the other party's property damage and other circumstances, the exemption clause does not have the force of law.

The Chinese People's *** and the National Code

Article 497 of the invalidity of the format terms of one of the following circumstances, the format terms are invalid:

(a) with the first part of the Law, Chapter VI, Section 3 and Article 506 of the Law of the invalid circumstances;

(b) to provide the format terms of the party unreasonably exempts or reduces its responsibility, aggravate the responsibility of the other party, limit the main rights of the other party;

(c) to provide the format terms of the party unreasonable exemption or reduction of its responsibility, aggravate the responsibility of the other party, limit the main rights of the other party. The other party's main rights;

(c) The party providing the format terms to exclude the other party's main rights.

Article 506 The following exemption clauses in the contract are invalid:

(a) causing personal injury to the other party;

(b) causing property damage to the other party due to intent or gross negligence.

Two, the conditions of the transfer of the company

1, the substantive elements

(1) the conditions of internal transfer

because the transfer of equity between the shareholders will only affect the proportion of the internal shareholders of the rights of the size of the shareholders of the capital ratio, for the importance of the human factor of limited liability company, the basis of its existence, that is, the shareholders of the mutual trust between the shareholders have not changed. Therefore, the internal transfer of the substantive elements of the provisions are not very strict, there are usually the following three cases:

First, the shareholders are free to transfer all or part of their shareholdings, without the consent of the shareholders' meeting.

Second, in principle, shareholders can freely transfer all or part of their shares, but the articles of association may impose other conditions on the transfer of shares between shareholders.

Third, the transfer of equity between shareholders must be approved by the shareholders' meeting.

(2) external transfer restrictions

Limited liability company has the attributes of the people, the personal credit and mutual relations of shareholders directly affect the company's style and even credibility, so the company law of various countries on the limited liability company shareholders to a third party outside of the company's transfer of equity, there are many restrictive provisions. Can be roughly divided into statutory restrictions and agreed restrictions. Statutory restrictions is actually a kind of mandatory restrictions, its basic practice is in the legislation directly stipulates the restrictions on the transfer of equity. The transfer of equity, especially to a third party outside the company, must comply with the provisions of the law to be effective. Convention restrictions is essentially a kind of autonomous restrictions, its basic feature is that the law does not transfer restrictions on the mandatory requirements, but will be handed over to the shareholders to deal with this issue, allowing the company through the articles of association or contract and other forms of transfer of equity to make specific restrictions.

2, the formal elements

In addition to meet the above entity conditions for the transfer of equity, generally also has the formal elements, the so-called formal elements of the transfer of equity, both related to the form of the conclusion of the transfer of equity agreement; also includes the transfer of equity whether the need to register or fair and other legal procedures for the transfer of equity, the form of the transfer of equity, the company law of many countries have made clear.

The above is my analysis, according to the provisions of the Civil Code, the transfer of the company's exemption clause if there is an unreasonable exemption or reduction of its responsibility, aggravate the responsibility of the other party; due to intentional or gross negligence caused by the other party's property damage and other circumstances, the exemption clause is invalid. If you need legal help, readers can go to the consultation.