Research On Shareholders Withdrawl System Of Limted Liability Companies

The purpose of this article is to carry out a research of shareholder's withdrawal right in limited liability company.Withdrawal right is an important part of shareholder's right,for the protection of investors rights and promoting economic development.Only in the situation of "both get in, but also come out",not only excite investors fervor of investment,but aslo promote the flow of social resources. Ecept introduction and conclusion,the article includes four parts.The first part mainly introduces the rationale of withdrawal right of the limited liability company's shareholders.Firstly,we discuss the concept and features of shareholder withdrawal right,which has theoretical basis and it is realy needed.Now the community of scholars have reached an agreement on the company contract theory and the benefit balance theory.Protect the interests of minority shareholders and break the deadlock is the driving force for the realistic options.The second part discusses the withdrawal right of the overseas limited liability company. This article launches to the representatives of Germany and US about the withdrawn right.About comparative analysis of the production,the development present situation,the scope of application,the procedures,the share price and the restrictions of the withdrawal right. Germany as the continental lagal system,its withdrawn right established through legal precedents, the withdrawn right have to have the appearance of significant reasons. U.S.withdrawn right is an alternative system of judicial dissolution,which focus on the fair value of stock compensation for shareholders, giving judges more discretion.The third part discusses the present status and limitation about withdrawl right in our country.The reasearch of withdrawl right in our country has a late start, the law is not perfect, our Company Law only provides the dissent shareholder's withdrawl right only in three situations, these can not meet the real needs.The fourth part, the improvement of the withdrawal right system in our country. Mainly from the two aspects of substantial law and procedural law to improve the construction of withdrawl right. The main body who enjoys the withdrawal right,the condition that the main body exercise the withdrawal right,determination of the reasonable price,the procedural of exercising the withdrawal right,expiration of exercising the withdrawal right Through theoretical research of the withdrawal right system,.the author hopes to make our Company Law perfect.