Study On The Effectiveness Of Contractual Operation Contract Of Shareholders Of Limited Liability Companies

The contracting operation began in Fengyang County,Anhui Province in t he first place,with fixed payment,retaining the remaining methods,helping far mers to get rid of poverty and greatly liberating rural productivity.Subsequentl y,the contracting method began to be promoted in state-owned enterprises,and contracting management became the main way for state-owned enterprises to s eparate government and enterprises.The contracting operation of land has been established as a system;state-o wned enterprises have established a modern legal person system,so the contrac ting operation has fulfilled its historical mission,but the contracting operation has not withdrawn from the historical stage,but survived in limited liability co mpanies.The performance of the contracted operation of the shareholders of a limited liability company is that the company is contracted by a shareholder,a nd the shareholder pays the contracted expenses to other shareholders.Other sh areholders no longer participate in the profit distribution of the company.If the re is a loss during the contract period,the contractor will bear the responsibilit y.In a considerable number of lawsuits,one party explicitly stated that the c ompany's contractual operation contract violated the mandatory provisions of th e company law on corporate governance structure and should be invalid.But by retrieving a large number of cases,the court did not give a logical reason.This paper summarizes the disputes of the contractual operation contract of the limited liability company by introducing typical cases,analyzes the logic of the court judgment,finds the theoretical problems involved in the dispute a nd analyzes it,and analyzes the current laws in China to clarify the current pr oblems.the reason.In addition to the preface and the conclusion,the paper is divided into four chapters in terms of layout and structure:The first chapter lists two typical cases.The cases are similar,but the jud gment results of the two cases are completely opposite.The disputes in the pr actice of such contracts are summarized.Which two parties are the contractual parties and whether the management rights can Concentrated in the hands of t he same shareholder.The second chapter analyzes the problems of the court's reasoning.That is,if the court examines such contracts mainly from the perspective of contract l aw,there will be two dilemmas in interpretation,what is the subject of the co ntract and who has the right to appeal.In practice,different court views are in consistent with regard to the subject matter of such contracts.In practice,if th e contract signed in the name of the company,the remaining shareholders filed a lawsuit,and did not judge the suitability of the subject in accordance with the provisions of the company law.Therefore,it is necessary to examine this c ontractual operation contract from the perspective of company law.The third chapter finds through the essential analysis of the contractual op eration contract that the essence of the contracted operation is to conduct corp orate governance through the shareholder agreement.Therefore,the extent to w hich the shareholder agreement can be applied to corporate governance is the f ocus of the discussion.Through comparative analysis of Chinese and foreign la ws and theories,it is found that this needs to distinguish between different typ es of companies and the provisions of the company law which can be exclude d by the parties.At the same time,it also involves the relationship between th e shareholder agreement and the shareholders' meeting and the relationship between the shareholder agreement and the company's articles of association.The fourth chapter analyzes the reasons for the disputes in the application process of contracted operation contracts.China's company law norms are insu fficiently differentiated for different types of companies.The relevant content o f related limited liability companies and joint stock companies,although in diff erent chapters,is actually the same set of rules,which leads to certain norms t hat should be arbitrarily limited in limited liability companies become mandator y norms.In addition,in the academic world,there is also controversy about th e nature of the company's structural norms.Some scholars believe that the stru ctural norm is an important feature that distinguishes the company from the pa rtnership.However,from the perspective of the organization law,the essential difference between the company and the partnership lies in the rights of the cr editor and the strengths and weaknesses of shareholder interests are different,a nd the formal characteristics are not the most essential.