Study On The Appraisal Right Of Limited Liability Corporation

The first part of this thesis discusses the concept of appraisal right and reviews the translation of its concept in China.Then the author expounds opinions about how to translate this terminology by combining with the function of appraisal right.The second part and the third part summarize the function of appraisal right in the limited liability companies in China and the America by discussing the Chinese theories,legislation,judicial practice and co-personal characteristic of limited liability companies.It is concluded that appraisal right still exerts the traditional function of ‘withdrawal' rather than ‘supervision'.The fourth part analyzes the implementation and consequence after repurchasing the shares of dissenters.Chinese company law does not provide the exertion of appraisal right for limited liability companies.By analyzing provisions of ‘Share Repurchase' rules in joint stock limited company and ‘Deduction of Registered Capital' rules,the author concluded that if no other shareholders to subscribe or insufficient subscription when dissent shareholders exercise the right to repurchase claims,companies should enter into legal reduction proceedings without special resolution.The fifth part and the sixth part analyses the harm by abusing appraisal right to the limited liability company and its creditors.And the author reinterprets the exercise condition of appraisal right from the existing law and judicial practice.At last,the author analyzes measures to protect the interests of the company and its creditors from the rules in Chinese company law and bankruptcy law in order to achieve proper exercise of appraisal right and balance the interests of Multi-stakeholder.