Research On The System Of Shareholder's Withdrawal Right Of The Limited Liability Company

As one of important forms of modern company,the unique superiority of limited liability company receives the multitudinous investor's favor from its establishment to the present.However,these distinctive qualities of limited liability company also have brought many difficulties in reality.Among them,the one which attracts the most attention of legislature and scholar of various countries is:in the limited liability company,the minority shareholders get into trouble,and their expectation benefit fails basically,simultaneously cannot withdraw from the company smoothly.Facing this problem,legislature and judicial authority of various countries take legislate or the legal precedent forms to provide certain relief way with the minority shareholder,so that the minority shareholder can extricate from the difficult position.Although the system of withdrawal right,as one of the most important remedies,was established by our revised company law,there are some deficiencies in our legal rules compared with the fully-fledged withdrawal right system of other countries.Based on the reality and the rationale of withdrawal right system,this article analyzes and compares the details of system of shareholder's withdrawal right of limited liability company in various countries,probes into the application of this system in China,points out the deficiency of the related provisions of new company law and suggests the corresponding perfecting measures.This article consists of 4 chapters:The first chapter introduces the general survey of system of shareholder's withdrawal right of limited liability company.Based on the argument of whether shareholder can withdraw from the company,this part analyzes the reality and the rationale of system of shareholder's withdrawal right of limited liability company, clarifies necessity and rationality of this system.The second chapter is about the comparative analysis on the withdrawal right of the overseas limited liability company.This part probes the details of system of shareholder's withdrawal right of limited liability company of three countries that has the comparatively mature system—UK,US and Germany.Moreover,this chapter analyzes and summarizes similarities and differences of the system in above-mentioned countries,that paved the way for making suggestions of perfecting system of shareholder's withdrawal right of limited liability company in China.The third chapter is about the analysis of the deficiency of system of shareholder's withdrawal right of limited liability company in China.Use revision time of company law as a boundary,this chapter inspects the development situation of withdrawal right system in China before the revision of company law,analyzes the provisions of withdrawal right system of revised company law.The fourth chapter is about perfecting measures of the withdrawal right system in China's new company law.Based on the analysis of the deficiency of system of shareholder's withdrawal right of limited liability company in China,through foregoing research,the author tries to make suggestions to perfect the article 75 of new company law,so as to establish a comparatively perfect system of shareholder's withdrawal right of limited liability company in China.