Shareholder Of A Limited Liability Company Exit Mechanism Research

The Corporate Law amended on October 27,2005 has clearly defined the appraisal right and the judicial dissolution right,which has played a positive role in protecting the rights and interests of shareholders.Still,the Law is inadequate in providing shareholders enough remedies and this has to some degrees withheld the economic growth of our country.This paper,based on comparative and economic analysis,studies the necessity of a shareholder exit mechanism and of establishing a shareholder exit mechanism for limited corporations.After the paper compares the different arrangements of Chinese and foreign shareholder exit mechanisms, analyses the inadequate aspects of the Chinese mechanism,and at the same time,takes into account the fact that the amendment of the existing corporate law has presented chances for building a shareholder exit mechanism,the author puts forward a shareholder exit mechanism for Chinese limited corporations.Apart from foreword and conclusion,the paper falls into four chapters. The first chapter exit mechanism for shareholders of a limited liability company based theory. The second chapter foreign limited liability company comparative analysis of exit mechanism for shareholders. The third chapter is the shareholders of limited liability status and lack of exit meehanism,The fourth chapter of limited liability company of the perfect exit mechanism for shareholders.Chapter One:limited liability company based theory of exit mechanism for shareholders.This chapter examines two issues:Exit mechanism for shareholders that the meaning and necessity of the theoretical basis of exit mechanism for shareholders. Limited liability company between the shareholders of the following characteristics:First, given the number of shareholders and have on-line, the company, including elements of the Articles of Association, the registered capital and cooperation and trust among shareholders; Second, investment relations between the shareholders directly reflects the contractual relations, shareholder participation in company management depends on the company; the third, the company's operation and management often in a closed state; Fourth, shares of the Company not to stock its forms, does not have the free flow of information, the absence of the scale of public investors and participation. It can be seen from the above, limited liability company to the shareholders to exit the company features must develop some mechanism for shareholders to decide the necessity of the withdrawal mechanism. This chapter from the "shareholders out" concept, according to different standards of "shareholders out" classification, and by the theoretical study of the correlation, the further analysis of the shareholders to exit on the impact of the relevant interest groups, on this basis for the following improvement exit mechanism for shareholders of the basis.Chapter Two:Foreign limited liability company comparative analysis of exit mechanism for shareholders. Using a comparative method,this chapter probes into the shareholder exit mechanism in Germany,the Great Britain,the United States, France and Japan,offering a reference to the establishment of shareholder exit mechanism for limited corporations in China.Chapter Three:Shareholders of limited liability status and lack of exit mechanisms.This chapter is divided into two parts.The first part analyses of the revised Company Law of the status of exit mechanism for shareholders.Include:first, greater autonomy given to the Articles of Association;second, provides for the right to dissent buyback;third, Introduced a system of judicial dissolution.The second part of the chapter discusses the loopholes of China's shareholder exit mechanism, Include:first, share the lack of Right to buy; second, lack of judicial dissolution of the system.Chapter Four:eholders of limited liability companies improve the withdrawal mechanism. This chapter describes how to improve three aspects of the limited liability of shareholders to exit mechanism. First, improve the share transfer system. Transfer system for the lack of equity, it should be perfect from the following two aspects:improving shareholder preemption system, the external transfer of shares to limit the scope of the assignee; Second, a sound objection to repurchase claim. Objection of the new company law for seeking the right to repurchase the status of sound from two aspects:the proposed increase in the main body for the acquisition of the controlling shareholder; expand the right of objection to the application of buy-back request. Third, the improvement of judicial dissolution. For "Company Law" Amendment problems, from two aspects of our judicial system, the dissolution of recommendations:the main parties explicitly the qualifications and limitations; judicial liquidation procedures after the dissolution of the company...