The Shareholders Of A Limited Liability Company Exit Mechanism Legal Issues

The shareholder exit mechanism is one of the rights of shareholderslimited liability company relief content, limited liability company and thepeople combination and the capital combination character, compare withLimited by Share Ltd, the closure of the obvious, therefore in thegovernance of limited liability company, legal prefer the company ofautonomy, but the autonomy in the case often brewing most of thecompany’s production is tyranny, to control the majority shares the majorshareholder in the capital majority rule under the protection of theinterests of small shareholders infringe, although the law for smallshareholders set the transfer of shares, shares bought claim and thedissolution of the company claims and remedies, but such provisions didnot reach in practice lawmakers expected the target, the related legislationis not perfect and the company have great relevance, the legislation is notperfect for malicious shareholders infringe the rights of others to provideconvenient, considering the limited liability company of people togetheris the most important characteristics, come to a deadlock in the company,or controlling shareholder violates the obligation of good faith,reasonable expectations of the medium and small shareholders lose underthe condition, the law should hold a positive attitude to intervene, andstrengthen the small shareholders of a limited liability companylegitimate rights and interests The protection of freedom and equality, realize substantial shareholders. The main countries of the two legalsystems have established a relatively perfect system of the appraisal rightof dissenters and the judicial dissolution system. The new company lawof China based on the experiences of foreign countries first establishedthe withdrawal system of shareholders of a company with limited liability,but in the exercise of the procedures and rights still has manyimperfections, this paper will focus on such issues discussed, in order toseek the solution.Besides the introduction and the conclusion consists of three parts:The first part： the general mechanism of the shareholders of a limitedliability company exit. The concept of the shareholders of a limitedliability company exit mechanism was defined, the necessity of clarifyingits meaning to shareholders after exit from the company of limitedliability company, mainly from the nature, namely the necessity of peopletogether, there exist closed angles of the Shareholder Exit mechanism. Inthe end of this part, make macroscopic analysis on Chinese ShareholderExit Mechanism of relevant legislation, affirming its merits but alsopoints out its deficiency, as the second, the third parts buried primer.The second part： the theory basis of the Shareholder Exit Mechanism ofChina’s limited liability company, abstract, single method needs deeptheoretical guidance, this part focuses on the theory of corporate contract,reasonable expectations of shareholders and the shareholders of fiduciary duty theory of the three legal basis to analyze the institutionalshareholders of limited liability company, importance of the exit from thelevel of theory interpretation shareholders and necessity, at the same time,is also discussed in this paper is more rich and profound, also provides atheoretical support for the third part of the specific law onThe third part： this part is the core, the our country and foreignshareholder withdrawal system legislation were analyzed and compared,especially the new "company law" revision of China in2005seventy-second, seventy-fifth and the judicial dissolution of the companyand other provisions of the profound elaboration, pointed out itsshortcomings, and learn from advanced foreign legislative experience,combined with the actual situation of China’s economic and social life,put forward suggestions to perfect Shareholder Exit Mechanism ofChina’s limited liability company.