Research On The Shareholder’s Withdrawal Right Of The Limited Liability Company

This thesis mainly studies the system of shareholder’s withdrawal right of the limitedliability company, aiming to analyze the reason of the limited liability companyshareholder facing the dilemma, educe the discussion on the basic theory of the system ofwithdrawal right, and on the basis of comparison and reference of America and German’spractice on the withdrawal right, point out flaws in the current legislation, then putsforward my own opinions on the construction of China’s withdrawal system.The body part consists of three sections:Part one, firstly, analyzes the underlying reasons of the plight phenomenon forshareholders in limited liability company, it is the existing reasons that give rise to therelief approach which the Company Law provided for shareholders who were in trouble isconstrained to some extent, and unable to work effectively, the shareholder’s withdrawalright represented by the repurchase rights for dissent shareholders is the exact direction tocrack the closure of limited liability company. Secondly, through defining the connotationof the withdrawal right theoretically, analyzing the features of its right and comprising theapproximate concept, then it makes the connotation and extension of the withdrawal rightmore clear. Lastly, this chapter refers that “assets credit” displaces “capital credit” on theaspect of concept, which provides spaces for the existence of the withdrawal right, and thecompany contract theory provides the most solid legal basis for shareholders. to exercisethe withdrawal right.Part two, firstly, investigates America Corporation Law which is the typicalrepresentative of the Common Law provides the relief ways for the similar problems: oneis the relief system to shareholder’s dilemma in the closely held corporation-the discussionof the content procedure and efficiency of stock purchase system; second is the discussionon the system of appraisal right for dissenting stockholder in detail and this system canalso be used for reference to the repurchase rights for dissent shareholders. Secondly, thischapter studies the theory and practice of withdrawal in German Corporation Law, and gives a discussion on “the great particulars”,“withdrawal procedural” and “withdrawallimitation” in German Corporation Law. Lastly, it carries on the comparative analysis ofAmerica and German’s withdrawal right system, and views to provide some beneficialreference to the establishment of our country’s withdrawal right system.Part three, firstly, investigates the gradual evolution about the shareholder withdrawallaw system in our country, it is such a process that from the period of prohibitedwithdrawal to legislation became flexible and then to the establishment of the Article75ofthe Corporation Law. Secondly, this chapter gives a detail commentary and analyzes manyimperfection and limitation about the Article75of the Corporation Law, so it can be seenthat the repurchase rights for dissent shareholder cannot crack the closeness of limitedliability company, which is the global puzzle. Lastly, on the basis of the current legislation,we should fully draw lessons from America and German’s advanced experience, andconstructs the Chinese withdrawal system from a rather macroscopic perspective andexploit the withdrawal road for minority shareholders in the aspects of substantive andprocedural.