Shareholders Withdrawing Issues Research In The Limited Company

According to the Corporate Contract Theory, Company is a product of mutual agreement. Establishing and operating a company is based on the contract reflecting shareholders’ common will. When various breach of contract appear during the operation, shareholders’ legitimate expectations will fall, how to withdraw from the company is very necessary for shareholders especially minority shareholders. Make a general observation the main foreign countries have already established a relatively perfect withdrawal mechanism for shareholders. For reference of overseas experience, China Company Law has established withdrawal mechanism which conform to original purpose of Corporate Contract Theory. But withdrawal channels are still many places worthy to be perfect on procedures and the exercise of shareholder’s rights. In the further discussion of the issue, I try to find solutions.In order to analysis the author’s above view precisely, analysis as follows:The first part is the Introduction, in this section, mainly expounds the basis of this paper, the research value and significance of the subject. While it also can be seen that the main innovation of this paper and deficiency in this section.The second part is the body part. The body part can be divided into four chapters. The first chapter is problem introduction. Through the analysis of judicial cases, author clearly puts forward the difficulties in shareholders withdrawal from Limited Company. Meanwhile, author defines the concept of Shareholders Withdrawing Mechanism in this chapter, and the fundamental reason of shareholders withdrawal is that conflict of interest among shareholders. In the second chapter, the author discusses Shareholders Withdrawing Mechanism under the Corporate Contract Theory. Author investigates the development path of the Corporate Contract Theory, and analysis the original of contract of corporate, shareholders and Company Law. Meanwhile the Corporate Contract Theory provides theoretical support for Shareholders Withdrawal, analysis that freedom of contract between the company and the shareholders, suffering shareholders can obtain relief based on the company contract theory Corporate Contract Theory when the legitimate expectations of shareholders fall. The third chapter is introduction and summary about Shareholders Withdrawing Mechanism in foreign countries’ Limited Company. In this chapter author introduces relevant regulations and judicial cases about the main civil law countries and common law countries. In the view comparison method, author investigates the deficiency of China Company Law and where need to be perfected.Through discussion and comparison of the first three chapters, in fourth chapter, author makes some suggestions for Shareholders Withdrawing Mechanism in our country. From the perspective of three typical ways, such as equity transfer, dissenting shareholder shares repurchase and judicial dissolution etc. Consulting the foreign experience of legislation, author hope to provide some beneficial suggestions for theoretical research and trial practice.