The Research On Shareholder Withdrawal Rule Of Limited Liability Company

As a linmited investment and unlimited return tool,the company plays an increasingly important role in modern economic life. Limited liability company is favored by many investors because of its unique institutional strengths and has become a strong pillar of the national economy. However, it has a strong closure on the basis of close personal relationship,which causes that shareholder plight becomes its natural difficulties in governance structure.Withdrawal system has a incomparable superiority in resolving the plight compared with the other system.Shareholder withdrawal not only can make him successfully run out of the lock of equity capital frozen,ensure the investors act freely and optimize the allocation of resources, but also can resolve the conflict of shareholders instead of the dissolution of the company and with a relatively small cost and the cost of treatment to break the deadlock, thus maintaining the company's operation value.With the revised Law of 2005,our county initially confirmed the legitimacy of shareholder withdrawal at a specific subject,but the omissions and deficiencies of relevant rules lead to weak operability in practice and narrow range can't meet the needs of shareholders. Therefore,we should perfect the withdrawal in order to meet it value.In addition to the introduction and conclusion,this paper is composed of four parts:The first part takes the case of Yin Zhengjiang as a starting point,analyzes the insufficience of the existing corporate rule to resolve the dilemma of limited liability company in order to clarify the importance of shareholder withdrawal rule studyThe second part introduces the theoty of shareholder withdrawal of limited liability company.For the shareholder withdrawal,there are many different academic perspectives.This part firstly analyzes a clear definition to the withdrawal and thus sums up the features to distinguish it from other similar concepts. Then,it demonstrates the legitimacy of shareholder's withdrawal right from company contract theory and benefit theory.Finally, it expounds systematically expounded the important role of sharehoder withdrawal in maintaining the company's co-resistance,including protecting the interests of shareholders and company, and breaking the deadlock.The third part is about the inspection and evaluation to the shareholder withdrawal rule of limited liability company in our country. Firstly,this part introduces the legislative history of our shareholder withdrawal rule.Then, this part analyzes the omissions and weaknesses of the existing legislative provisions on the basic of the function of withdrawal rule it should have,combined with related cases and issues of judicial practice.one is the absence of consensusal withdrawal rule. In recent years, the number of disputes about concensual withdrawal is increasing and the courts make different judgments due to the lack of standardized guidelines. One is the lack of statutory withdrawal rules. Crude substantive rules and absent procedural rules become a serious impediment to the role of shareholder withdrawal it should play.The forth part puts forward some proposals to perfect the withdrawal rule according to the deficiencies of our country's rule.This part makes some recommendations accordingly from consensual withdrawal and statutory withdrawal rule,which makes a detailed and specific discussion to the improving of the entity norms and procedural norms of statutory withdrawal.