Limited Liablity Company Shareholders’Withdiaw Mechanism In The Condition Of Conflict Of Interest

The corporate system is the product of market economy, the driving force to promote the development of market economy. Compared with the shares of the Company, Limited (also known as a limited liability company) is a relatively small-scale, lower barriers to market access certain limit of the number of shareholders of the company type. It generally applies to small and medium-sized enterprises, less capital investment and simple procedures for the establishment of its distinctive features of this form of business organization popular with many investors of all ages, and made important contributions to China’s economic development in recent years. However, within the limited liability company, subject to the system of capital majority, minority shareholders are often faced with the decision-making power and the weakness of the right to speak. Subject to the oppression of the major shareholders in the interests of its shareholders and major shareholders conflict, exclusion, or other forms of violence against the legitimate interests of the phenomenon have occurred. The establishment of the system of exit mechanism for shareholders for the shareholders of a limited liability company to provide a more convenient means of relief is of great significance for the protection of the interests of minority shareholders.But it is undeniable With the rapid development of the market economy, the relevant legal provisions of the shareholders’exit mechanism is no longer fully competent their shoulders services mission, resulting in a fuzzy concepts related provisions of the lack of completeness, the specific operability is not strong aseries. The establishment and improvement of the legal system is a dynamic process of development, the design of its legal system with the practice and legislative experience is gained and maturing. From a limited liability company in the ubiquitous nature of the conflict of interests between shareholders and its causes to proceed through to the shareholders to exit the theoretical analysis of the system and combined with the inadequacy of the present system, to explore the shareholders of a limited liability company Divestment how to improve the system in our country ways and means to better play the important role of the system in the company’s operating practice and lead to more people thinking and concerned about the issue.In addition to the preamble and the conclusion of a total of four chapters.Chapter one, Exit mechanism for the shareholders conflict of interest with shareholders. Mainly discusses the generation of the shareholders’ conflict of interest in the limited liability company and its manifestations, pointed out that the the shareholders conflict of interest is the cause of the direct cause of the embarrassing predicament of the minority shareholders. And thus leads to the exit mechanism as a means of the shareholders conflict of interest relief-Shareholders. Exit mechanism from the shareholders of the concept, introduced shareholders to exit the characteristics of the mechanism, analyzes and discusses the theoretical basis of the system, to provide theoretical support for the establishment and development of the system of the shareholders of a limited liability company Divestment, and finally to maintain the company’s operations, reduce shareholder risk, fast and efficient access to justice the three aspects boot the shareholders exit mechanism system built significance.Chapter two, Our shareholders to exit mechanism and its current status. Analysis of introducing a mechanism for shareholders to exit Legislative History, to show the establishment of the system in our country is the development process of a change from scratch. Detailed introduction to the main content of our shareholders at this stage exit mechanism, citing this article focuses on three main shareholders to exit mechanism-the equity transfer system, dissenting shareholders the right to repurchase request system Judicial Dissolution. To analyze the problems of the three systems of law.Chapter three, Improve the exit mechanism for shareholders countermeasures and suggestions. Perfect agreement exit mechanism, give full play to the essence of the theory of private law autonomy in conflict of interest between shareholders. The equity transfer system, should relax the restrictions for the assignee of internal shareholders exercise of the right of first refusal for more detailed provisions that prevent internal shareholders to take against the interests of the assignment of the Shareholder. Buyback Rights of the system of the dissenting shareholders to propose a new concept, equity repurchase claims does not violate the principle of capital maintenance, to explore the improvement of shareholders repurchase claims on this basis. The dissolution of the corporate litigation as "the most destructive""Last remedies" in the principle of exhaustion of internal remedies, commercial subject to maintain the principle, the interests of maintaining the theoretical basis of the principle of prudent handling shareholder’s claim, clearly and in detail the grounds provided for the dissolution, but not to relax the restrictions for legal reasons for dissolution.