Shareholders Of A Limited Liability Company Retirement Equity Institutional Research

The purpose of this article is to carry out a research of shareholder's withdrawal right in limited liability company. When a shareholder is stuck in a predicament which unables him to stay as a shareholder and to fullfil his obligation, he couldn't often find the path to get away. And this has become a difficult problem that puzzles shareholders for a long time. As the withdrawal right system in our country is yet to improve, the author hopes to contribute through theoretical research of the withdrawal right system, related legislative comparison between America and German, and suggestion made for the withdrawal right system in China.The article is divided into five parts. The first and the fifth are respectively introduction and conclusion. The second till the forth are the main frame of the article. It mainly deals with the theoretical basis of the withdrawal right system and different legislations enacted abroad, as well as the suggestion given to perfect our withdrawal right system.The first part is introduction. It includes a case for analyzing problems exist in practice. After knowing the problems, the author then elaborate the existing value and research meaning of the withdrawal right system.The second part is a general theoretical analysis of the withdrawal right system. It introduces the withdrawal right system from aspects of its concept and attribute, its origin and development, and its theoretical basis and existing value. The theoretical basis of withdrawal right are theory of frustration of expected interests and theory of equity. Such right is gradually developed through the transition from"unanimous rule"to"majority rule". It is a right of self-benefit. It is an inherent right. It is also an non-ratio shareholder's right and can be exercised by any shareholders. The withdrawal right system is able to solve company deadlock, to breakthrough the corporate capital registration system, to balance interests from different parties, and most of all, to protect the intersts of the minority shareholders.The third part is comparative analysis of related systems abroad. As the representative countries of Common law system and Civil law system, America and German has their own systematical designs and legislative enactments, the appraisal right system and the withdrawal right system, which are worth learning. In this chapter, the author mainly researchs on these two different systems in the two countries and illustrates from aspects of their origins and developments, applicable subjects, conditions as well as procedures. And through the comparison between these two systems, the author is able to find their strength and make analysis, and establish a foundation for improving our own withdrawal right system.The fourth part is about the improvement of the withdrawal right system in China. First, the author finds out the imperfection of our withdrawal right system throught the analysis and research down in the previous chapters. Then learning from other countries'experience, the author gives legislative suggestion for improving our own withdrawal right system. More specifically, the author thinks that our withdrawal right system contains many disadvantages, such as the limitation of applicable subjects, the hardness of carry out in practice, the lack of related supportive system. These drawbacks make our withdrawal right system hard to survive in real practice. In order to improve it, the author makes suggestion from different prospects, such as enlarges the applicable subjects in exercising withdrawal right, broadens the scope of application, reduces its restrictions and builds a well-established applicable procedure. The author hopes that from these improvement, the shareholders will be able to possess and exercise their withdrawal rights as soon as possible.The fifth part is a conclusion which summarizes the whole article and stresses once again the opinion of the author. The withdrawal right has good reasons to exist. It plays a very important role in coordinating and balancing interests of various parties. We should use others'advanced legislations for reference, gradually improve our withdrawal right system, and one day, successfully construct a charateristic and appropriate withdrawal right system for our country.