The Study On Exit Shareholders Of A Limited Liability Company Mechanism

Since2005amend the "Company Law " Our country, the shareholders of a limited liability company for the exit mechanism to make the relevant provisions, after amending the relevant provisions of the Company’s shareholders also quit with only a few simple provisions in practice, however, the procedure for the shareholders to exit not enough specific provisions, which resulted in a limited liability company in the country want to take the initiative to withdraw from shareholders during the company’s exit is still facing many difficulties. Meanwhile, the presence of the company in the interests of the creditors and shareholders of the interests of some damage to the company’s other shareholders interests, for these malicious damage his Fangli Yi shareholders should also be forced to withdraw from the provisions of the relevant mechanisms to make the company’s interests, the interests of creditors and the interests of other shareholders from malicious damage to shareholders. This paper argues that a limited liability company shareholders exit mechanism not only refers to a simple transfer of shares, equity repo system, the mechanism should refer to all the shareholders of disinvestment, leaving a de facto acts of the company. In this thesis, by reference to the foreign legislation, combined with China’s specific national conditions, to shareholders of a limited liability company to explain the concept of the exit mechanism while the problems exit mechanism for shareholders of a limited liability company to be perfect, and strive to make the company, protection of shareholders, creditors interests tripartite more perfect. In addition to the introduction part of this thesis and conclusion section is divided into three chapters:The first chapter, the shareholders of a limited liability company to exit the basic concepts and theoretical basis of elaborate mechanisms. First, define the concept of a limited liability company shareholders exit mechanism. Through the shareholder equity transfer equity repurchases, the company judicial dissolution, shareholder expulsion, forced transfer of ownership and other related concepts explained, the paper argues, shareholders of a limited liability company is the shareholder exit to leave the company acts as a fact, which includes active exit mechanism and passive withdrawal mechanism. Secondly, the nature of the limited liability company for analysis and discusses its relationship with shareholders exit mechanisms. Through the analysis of a limited liability company co-owned and co, capital three principles, discusses the contradictions and balance the interests of shareholders to exit mechanism and relationship between the nature of a limited liability company. Again, on the legal basis of a limited liability company shareholders exit mechanism for analysis. Finally after exiting the company by shareholders of a limited liability company for the interests of the company, affecting the interests of creditors and the interests of other shareholders and other related subjects to demonstrate the perfection of the shareholders of a limited liability company exit mechanism necessity and an important value.The second chapter, to analyze the research status of the two legal representatives of national and legislative British and German shareholders of a limited liability company in the exit mechanism, on the basis of comparison between two legal representatives of national exit channel of the similarities and differences, making the Improvement of limited liability shareholders of the Company to obtain exit mechanism must learn The third chapter, to analyze the legislative status quo with regard to shareholder limited liability company exit mechanism, pointing out the problems and make relevant recommendations to improve. First, the mechanism of voluntary withdrawal. Initiative to withdraw, including equity transfer, the dissenting shareholder equity repurchase requests, judicial dissolution of the company and other related systems for analysis, pointed out that these systems operate in practice the problems and make sound recommendations. Secondly, the study of passive exit mechanism. Related systems, including passive exit forced transfer of ownership, institutional shareholders, such as removal, noting the mandatory transfer of ownership system problems and put forward corresponding improvement proposal, while the introduction of German shareholders removal system, and the need for the introduction of the shareholders removal system for analysis, propose appropriate legislative idea to make our shareholders of a limited liability company to exit the system more perfect, more in line with China’s national conditions and China’s economic development.