The Study Of The Withdrawing Mechanism For Shareholders In Limited Liability Companies

Limited liability company is the product of economic development，being theresult of legislators’ choice. Compared with the Stock Limited Corporation, the limitedliability company with its simple procedure of setting, a flexible organization and lesslegal control, becoming the preferred forms of organization and the first choice of thesmall and medium-sized enterprises.However, because of the characteristics of itscloseness, when the shareholders’ reasonable expectation fails to be carried out,theycan’t withdraw through transferring shares, and their investment is easily locked in thecompany，becoming the prisoner of their investment. Amended in2005,the cooperatelaw of the peoples’ republic of china realize a breakthrough,stipulating repurchasingrights for dissent shareholders and judicial dissolution system. Thus, the withdrawingmechanism for shareholders has preliminary formed， including the system oftransferring shares, repurchasing rights for dissent shareholders and judicial dissolution.But the law still have some questions to be solved, such as the situations that the lawcan’t rescue still exist,the procedure is too simple to operate and so on. So that, it isessential for us to make a further study.In addition to the introduction and conclusion part, this article consists of threeparts：The first part is to analyze the basic theory of the withdrawing mechanism of theshareholders in limited liability company.The author defines the concept of withdrawingmechanism of the shareholders from a theoretical level, dividing it into three types fromdoctrinal level,analyzes the impacts of the shareholders’ withdrawal to the interests ofthe company, holding shareholders and creditors,expounding the necessities of thewithdrawing mechanism of the shareholders,introducing its legal principles.The second part is the comparison of legislation of the foreign withdrawingmechanism of the shareholders in limited liability company. The author selects therepresented countries of the two legal systems as the researching object, to generalizetheir differences and similarities in the withdrawing mechanism of the shareholdersthrough comparing their existing legislation and precedent，to lay the foundation ofputting forward suggestions in the next chapter,thus contributing to the perfection of theLegislation and the exacerbation of the theoretical studies. The third part is the evaluation of our country’s withdrawing mechanism of theshareholders in limited liability company.First of all, the author generally introduce thehistory and current legislation of our country’s withdrawing mechanism.In affirming itspositive significance, on the basis of analyzing the defects of the existing system anddrawing lessons from foreign advanced legislation and justice, putting forward thecorresponding improvement Suggestions. Secondly, at the end of the article,the authorputs forward the idea of structuring withdrawing mechanism in the articles ofcorporation, fully respect the autonomy of company, maintain the foundation ofexistence and development of limited liability company to the utmost extent.In the part of epilogue, the author stresses the points of article once again,reaffirms the importance of the withdrawing mechanism for shareholders. To provideeffective withdrawing mechanism for shareholders who are in trouble throughperfecting the current legislation,highlighting the law’s pursuit of fairness andefficiency.