On The Exit Of The Shareholders Of A Limited Liability Company

The question that shareholders are difficult to withdraw from the company is come with the limited liability company. Limited liability companies can not be open to the public to raise fund, the setup of the company needs no only the investment of the shareholders, but also the mutual trust and feelings of support between the shareholders. When such mutual trusts no longer exist or rupture, company shareholders withdraw from the company is inevitable. Due to limited liability companies conclude a small number of shareholders; the changes of shareholders' composition have a tremendous impact on the operation and the development of the companies, so the national laws all over the world strictly restrict the shareholders to withdraw from the company. The drawback of this strictly restriction is to make the shareholders can't transfer the equity freely, which created a opportunity for major shareholder damage the benefit of minority shareholders in limited liability companies. At the same time, if the shareholders can no longer be mutual trust or the rupture is inevitable, (strict restrictions is not conducive to shareholders to withdraw from the company to end the dispute, and this tends to companies deadlocked, to the detriment of development.)For a long time, laws in many countries provide that if shareholders want to withdraw from the company is only to request to the court to dissolve the company. Such extreme way may become the tool that minority shareholders obstruct major shareholders to realize their wish, and also maybe cause irreversible damage to the company which run booming business. On the other hand, the request to the court to dissolve the company is a very complicated matter for which part of the shareholders who wants to quit the company, and it is not conducive to withdraw from the company. Based on the above, the national legislators and jurists are constantly exploration and research, in a bid to create an effective mechanism to protect the right of other shareholders and the company, and also help the shareholders who want to withdraw from the company realize the purpose. Belong to common law and civil law in the United States and Germany, in the long-term exploration and judicial process of practice; have gradually developed into a concept of law and in line with their respective realities shareholders withdrawal mechanism.In China's judicial practice in the past, to the shareholder's request to withdraw from the company, China's courts either inadmissible or not to support it. Such an attitude can not satisfy shareholders in limited liability company when they are facing difficulties, cannot limited granting the small shareholders legal aid when the major shareholders bully them, also, the company maybe deadlocked because of the shareholders can not withdraw from the company aggrieve the internal contradictions. The amendment of shareholders withdraw from limited liability company in the new "Company Law" strengthened the protection of minority shareholders, make those shareholders who are struggling and unable to withdraw from the company to see a glimmer of light, it means a lot to the system of limited liability company become perfect.This dissertation analyzes and researches the rules about the stock right transfers and shareholders withdrawal in Limited Liability Company in France, Germany, Japan which are under the compromise Capital system, and also the rules about stock right transfers and shareholders withdrawal in close corporation in UK, US which are under the statutory capital system. Then combined with the distinction of the economic development and the legal ideology between countries, to find out the reason why they choose the different ways, so that to find out the legal basis of Shareholders withdrawal. Combined with the rules of the "Company Law" and the reality of China, this dissertation take in from summed up concepts and features of the shareholders, exploring the various practical problems and legal problems caused by the limited liability company's shareholders withdrawal and stock right transfer in recent years, digging the shortcomings that reflects by the regulation of current "Company Law", then eventual adopting proposal from analyzing these inadequacies.