论离婚时夫妻共有股权分割规则的解释与应用

Study on the Interpretation and Application of the Rules of Dividing Stock Rights in Divorce

摘要: 《民法典婚姻家庭编解释一》第73条规定了离婚时分割股权，非登记股东的配偶一方如要成为公司登记股东的程序与要求。该条文虽未明确夫妻一方以夫妻共同财产出资的股权是否为夫妻所共有，但在我国的夫妻共同财产制下，应肯定之。将有限责任公司对外转让股权的规则引入离婚股权分割中，是因为夫妻共有股权分割可能影响有限责任公司的结构与其他股东的利益，是基于有限公司人合性的要求。就离婚分割股权规则的应用而言，公司其他股东对非登记股东的配偶一方成为公司登记股东的同意形式应与公司法的规定相协调，夫妻所分割的股权以夫妻一方以共同财产所认缴的为限，夫妻以折价补偿的方式分割股权时应选择合理反映公司价值的因素、方式与基准时点。

Abstract: Article 73 of the Interpretation of Marriage and Family Code of the Civil Code stipulates the procedures and requirements for the division of equity at the time of divorce, if the spouse of a non-registered shareholder wants to become a registered shareholder of the company. Although this provision does not specify whether the equity invested by one party of the couple with their joint property is shared by the husband and wife, it should be affirmed under the joint property system of the husband and wife in China. The rule of external transfer of equity by a limited liability company is introduced into the division of the equity in divorce, because the division of the joint equity may affect the structure of the limited liability company and the interests of other shareholders, which is based on the requirement of the compatibility of the limited company. In terms of the application of divorce split equity rules, the company other shareholders of the spouse of registered shareholders become the company registered shareholders agree form should be coordinated with the provisions of the company law, the equity of husband and wife to the subscribed joint property, husband and wife in the form of discount compensation split equity should choose reasonable reflect the value of the company factors, way and benchmark point.