Research On Shareholder Exit System

Shareholder exit system of limited company is an important system which can protect the legal rights of minority shareholders of the company and provide the company with stability. But our company law didn't concern with this system, until 2005 when the company law was altered, then we have the legal rules about shares transfer,'bought back'of shares, dissolution of a company, and so on. But in practice, we still face many barriers and difficulties. We found that it is so hard to protect minority shareholders'profits.This thesis is based on the'four'legal foundation of the shareholder exit system of limited company: first, the approval of shareholder exit is the basic request to protect the human joining of limited company, and also is the meaning of'fiduciary duty'of company law; second, the approval of shareholder exit is an useful resolution to help the closely held company; third, the approval of shareholder exit is the spirit of freedom of contract in company law, and also is the core of'contractual theory of corporation'; forth, the approval of shareholder exit is a method to resolve the deficiency of the capital majority rule in company law, and also is the implication of the'reasonable expectation of company management'. The author analyzes the present legal rules and the problems in our country. She also takes consideration of the legal rules and practice experiences from America, England, Germany, Japan, Taiwan, and other countries which belong to the continental law system and the common law system.The author suggests that: first, effectively define the share transfer and use the pre-emption rights; second, make sure the article of company can not forbid shareholders exit; third, give shareholders the right of'bought back'; forth, establish the system of expulsion of the shareholder; fifth, optimize the system of dissolution of the company. The author prefers to research deeply, in order to push the research and the company system forward.