Research On Shareholder 's Withdrawal System Of Limited Liability Company

Limited Liability Company has the advantage of the low threshold, easy-to-organizeand Managerial Flexibility, is becoming the most common company forms and havingimportant influence to our country social economy development. However, during thedevelopment of company, shareholders would withdraw from it because lack ofcollaboration of human resource, damage of the rights and interests due to shareholdersunder suppress, shareholders own problems. But it is not easy to withdraw halfway forLdt company’s closure and collaboration of human resource character, lack of market ofpublicly traded equity. To protect the minority shareholders legal interest, realize the truefairness and justice among shareholders. Under the circumstances of the minorityshareholders failing to meet their reasonable expectation, suppressed by the dominantshareholders, company coming to a deadlock, many countries set up a limited company’shareholders exit system, this system could protect shareholders to withdraw fromcompany while recouping the capital, not only the protection for shareholders propertyright, but also protect and facilitate shareholders reinvesting, it would also speed upcapital mobilization, optimize allocation of resources, improve company operatingefficiency. Corporate Law of the People’s Republic of China which is amended at2005formally establishes the shareholder withdrawal system of limited company, butproblems such as narrow application scope, simple procedures etc. exist, the minorityshareholders could not get the relief they reserve, hence it is necessary to do further studyto improve the operability of this system.Except for introduction and conclusion, this article will be stated in four chapters:First chapter provide the definition of shareholder withdrawal, then state the necessity ofshareholder withdrawal in limited company from three aspects: Ltd company’scollaboration of human resource character, closure character, overcome the problem ofcapital majority decision: then discuss several theoretical basis of shareholder withdrawalsystem. Second chapter inspect and conduct comparative study the shareholderwithdrawal system between Anglo-American law system countries (A/B) and the mainland legal system(G/J), then comprehensively and provide in-depth knowledge ofshareholder withdrawal system in foreign countries Third chapter discuss the currentstatus the shareholder withdrawal system in our country, affirm the huge progress ofCorporate Law to shareholder withdrawal system, while analyses specifically defects anddeficiencies of stock right transfer, the Dissenter’s, and judicial dissolution. Fourthchapter put forward some thinking and supplementary suggestions aim at the problem ofthe shareholder withdrawal system in our country. E.g. add opposition of transferringshareholder irrevocable obligation, reference to specify the assignee system in stock righttransfer system, add accordingly some procedures of buy-back request right in dissentshareholders buy-back request right, set up shareholders buy-back request exemption,shifting system, also provide my own thinking to the problem for the judiciarydissolution company.