Research On The System Of Controlling Shareholders’ Voting Right In Limited Liability Company

Voting right is the core of shareholders’ rights. It is through exercising the right to vote that shareholders realize their management and control of the company. The controlling shareholders use their dominant position of the voting right to have an impact on the company’s resolution, but the non controlling shareholders’ will is difficult to achieve. It is necessary to regulate the voting right of controlling shareholders to prevent them from abusing their rights. Only in this way can the company ensure the realization of shareholders’ rights, the optimization of the company’s governance and develop steadily. This paper mainly uses the method of comparative analysis. In this paper, the author strive to absorb foreign legislative and practical experience which has explored and accumulated for a long time and study the feasibility of the system in our country by comparing the advantages and disadvantages of the related systems so as to provide reference for the perfection of controlling shareholders’ voting system in limited liability company.This paper is divided into five parts. The first part introduces the relevant system of controlling shareholders’ voting right. On the one hand, it combines objective standards with essential judgment standards as the judgment standards of “control” to definite the concept of controlling shareholders. At the same time, in order to clear this concept, the author compares it with major shareholders and other related concepts. On the other hand, it introduces the concept and characteristics of voting right. It also analyzes the capital majority rule and demonstrates its rationality and defects.The second part discusses the theoretical basis of the legal regimes regarding controlling shareholders’ voting right in limited liability company. Legal regulation of controlling shareholders’ voting right can correct the lack of capital majority rule. It is not only conforming to the inherent requirements of the principle of equality of shareholders but also conducive to preventing controlling shareholders abusing their rights and maintaining the company’s independent personality.The third part introduces the restrictive provisions of controlling shareholders’ voting right in limited liability company in other countries. It studies the fiduciary duty of controlling shareholders, the cumulative voting system, the proxy voting system, the exclusion of shareholders’ voting right and the voting agreement and draws the enlightenment to our country through learning from foreign legislation and cases.The fourth part describes and analyzes the current legislation of controlling shareholders’ voting right in limited liability company in our country.The fifth part puts forward legislative suggestions about constructing the system of controlling shareholders’ voting right in limited liability company. Firstly, the fiduciary duty between shareholders should be clearly stipulated in our country’s Company Law. Secondly, perfect the voting mechanism of limited liability company in our country. The mandatory application of the cumulative voting system in limited liability company should be clearly stipulated in our country’s Company Law. Thirdly, build a complete exercise of voting right in limited liability company, including the proxy voting system, the exclusion of shareholders’ voting right and the voting agreement. Finally, clear the applicable rules of litigation which solve the flaw of shareholder meeting resolution to improve the relief system of voting right in limited liability company.