Research On The Effect Of Shareholders' Agreement In Limited Liability Company

The company is an important participant in the modern economic market.It is the product of commodity economic development and capital accumulation.The development of the company makes investment growth,providing a large number of jobs and created a huge wealth to promote the progress of the times.And limited liability company with its flexible mode of operation and the combination of limited liability of shareholders,has gradually become a modern enterprise organization widely used in the form.Relative to the limited liability company,the limited liability company in the operator and the owner of the separation is not very prominent,the shareholders are often the company's operators.For the convenience of efficient consideration,the shareholders of the agreement in the limited liability company in the use of a wide range,often used to regulate the rights and obligations between shareholders and even adjust the corporate governance structure.However,based on the traditional theory of corporate law,the company has an independent legal personality.The organization and operation of the Company shall be carried out in accordance with the provisions of the Company Law and the relevant laws of the Company's internal laws.The shareholders' meeting determines the major operation items and the distribution of the profits of the company.The board of directors determines the size of the daily operation of the company by the board of supervisors.At the same time,the effectiveness of the shareholders' agreement has not been clear in the relevant laws and regulations.In practice,the content of the shareholders' agreement is likely to coincide with the scope of the contents of the articles of association or shareholders' meeting,The shareholders' agreement will be likely to face the plight of being effectively questioned and unable to be effectively implemented.Therefore,the definition and judgment of the effect of the shareholders' agreement is an important problem that the legislative and theoretical circles need to face.This paper is divided into four chapters:The first chapter of this paper is the overall theoretical study of shareholder agreement.First of all,the first chapter of this paper analyzes the concept related with shareholders.Secondly,the first chapter studies and analyzes the basis of the effectiveness of the shareholders' agreement,and explores the validity of the shareholder's effect.The validity of the shareholder agreement is further clarified,and the scope and object of the shareholder agreement is further discussed.The second chapter is the study of the scope of the shareholders' agreement.The research of this chapter is based on the first chapter on the basis of the study of the effectiveness of shareholder agreement.The author argues that the scope of the effectiveness of the shareholders' agreement should be discussed from three dimensions.First,it clarifies the time effect of the shareholders' agreement,that is,the boundary of the shareholders' agreement from the beginning to the end.Secondly,it clarifies the object effect of the shareholder agreement.Finally,for the study of the shareholders' agreement,it is necessary to analyze the possible negotiation of the shareholders' agreement,and explore the boundary of the shareholder's meaning expressed by the shareholders' agreement.The third chapter is the study of the conflict between the shareholders 'agreement and the resolution of the shareholders' meeting.First of all,the author retrieves the judicial referee related to the shareholders 'agreement and the resolution of the shareholders' meeting through the Chinese Judgment Online,and analyzes the reason of the judgment in the judicial practice of the shareholders 'agreement and the shareholders' meeting.Secondly,the author analyzes the relationship between the shareholders' agreement and the resolution of the shareholders' meeting,and the difference is very significant.Finally,based on the various status,the author puts forward the criteria to judge the prior of the effectiveness between the shareholders' and resolutions of shareholders' meeting.The fourth chapter is the study of the conflict between the shareholders' agreement and the articles of association.First of all,through the case of the judgments on the validly between shareholders' agreement and articles of association,the third chapter of this article analysis the China's judicial practice on the shareholders of the agreement and the validity of the rules of the referee reasons;Based on the analysis of judicial judgment,the third chapter of this paper discusses the conflict between shareholders' agreement and the articles of association.Finally,the third chapter of this paper puts forward the contradiction between shareholder agreement and company constitution Order of validity.