Research On Shareholder Withdrawal System Of The Limited Liability Company

Limited liability company has the closed characteristic, its lack in stable markets would make limited liability company shareholders hard to withdrawal the company through transfer of shares, and the lack of withdrawal route for shareholders of a limited liability company, especially for minority shareholders, means enormous risks, which would not only greatly increase the cost for shareholders to enter a limited liability company, but go against the company’s operation and development. As one important withdrawal way for the shareholders of a limited liability company, the appraisal right provides a fair way for shareholders to withdrawal the company under specific conditions damaging their interests, which could not only protect the interests of minority shareholders, but promote limited liability companies to standardize their business models at the same time.The system of appraisal right for our limited liability companies has some defects, and in the aspects of the physical legal system, the counter purchase body for shareholders to withdrawal is very single; the cause range for shareholders to withdrawal is quite narrow with the possibility of circumvention; there is the lack of legal regulation for remedy procedures of the withdrawal rights. Situations where judicial dissolution applies is too limited; stock right inheritance lacks the necessary restrictions; for the procedure, the legal regulations for the withdrawal procedure is not available; lack the legal regulations for remedy procedures of the withdrawal rights. This paper puts forward the corresponding improvement proposals, including the expansion of the application scope for shareholders in a limited liability company to withdrawal, and integrating the related transaction into the appraisal right, on the current withdrawal condition for shareholders of a limited liability company, this paper proposes a proposal for improvement, that’s to include conditions that shareholders lose confidence for the company and the company is engaged in illegal asset transfer, into the conditions of the juridical dissolution for our companies; give other shareholders in the company the voting rights for the stock right inheritance, and establish the withdrawal system for the inheriting shareholders. In terms of the shareholder withdrawal procedure, this paper proposes shareholders’ pre-withdrawal procedures; add the provision on the courts’ decisions; clarify the determination methods on the withdraw share price and the evaluation point-in-time. This paper expects that it would the appraisal right in limited liability companies would play a more active role.