SHENZHEN · INHERITANCE & SUCCESSION

Inheriting company shares: why review the articles of association first?

Considering economic interests, shareholder status and company procedures together.

Editorial draft · Pending review by Ruan Zhanwei · 21 October 2026

When handling inheritance of interests in a limited liability company, review its articles of association and shareholding documents first. Article 90 of the PRC Company Law addresses inheritance of shareholder status following the death of a natural person shareholder, subject to contrary provisions in the company’s articles.

Identify the nature of the right

Registered shares, nominee holding arrangements, partnership interests, options and restricted shares may involve different rights and documents. A statement that “the company gave shares” is not enough to establish what can be inherited or how to proceed.

Documents to collect first

  • Company registration documents, articles of association and amendments.
  • Capital contribution, share acquisition, nominee holding or employee holding agreements.
  • Dividend, repurchase and exit arrangements, and relevant communications.
  • For incentives: the incentive plan, grant documents and provisions dealing with death.

Consider economic interests and governance together

Multiple heirs, voting, registration and business continuity may all be relevant. Any plan should account for company type, applicable law, the articles and family circumstances.

Source and further reading: PRC Company Law, Article 90
General information only; individual advice requires complete facts and documents.

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