The Appraisal Right Of Dissent Shareholder In Limited Liability Company

"Company law" determines appraisal right of dissent shareholder, but it did not make detailed provisions. The appraisal right has been widely used in medium and small shareholders in practice, so the establishment of a complete set of the appraisal right of dissenters is imminent. This paper is divided into four chapters. The first chapter is an overview of the rights, including the concept and significance, development of legislation, the theory and social basis; the second chapter is the application of the rights, including the application premise and scope of application; the third chapter is the procedure to exercise their rights and related matters; the fourth chapter is about the way for company to deal with shares.The appraisal right refers to that the shareholders may request the company to buy back its own shares in accordance with certain procedure, the right is legal, reasonable price, and exclusive. The meaning of the appraisal right to the limited liability company is that this right is the final remedy to help the shareholders to reach the certain purpose. Application of the appraisal right is to cognizance the identity of shareholders and the time of holding shares; Its scope in three areas:(1) The company has not distributed any profit to the shareholders for 5 consecutive years, though it has made profits for five consecutive years and meets the profit distribution conditions as prescribed in this Law;(2) The merger, division, or transfer of the main properties of the company is undertaken;(3) When the business term as prescribed in the articles of association expires or other reasons for dissolution as stipulated in the articles of association occur, the shareholders’ meeting makes the company continue existing by adopting a resolution on modifying the articles of association. In the exercise of rights of Appraisal request, the company has a duty to notice shareholders to attend the shareholders’ meeting in advance, shareholders must meet certain conditions to qualify dissenting shareholders, the company and the dissenting shareholders should to discuss the price of the shares. the company needs to transfer or cancel the shares within six months after the company buy back the shares,.