Research On The Fiduciary Duty Of Controlling Shareholders Of Limited Liability Companies

The controlling shareholder of limited liability company holds the control right of the company by holding the Stock Advantage,and it is easy to harm the company and other shareholders because of its own interests.Due to the co-existence and closure of the limited liability company,it is difficult for the minority shareholders to achieve relief through the withdrawal mechanism.Therefore,it is necessary to regulate the behavior of exercising the right of control through the fiduciary duty of the controlling shareholder of the limited liability company.At present,although the relevant laws of our country are involved,they do not clearly stipulate the fiduciary duty of the controlling shareholders of limited liability company,and the current laws are vague and general,which fail to protect the interests of the company and other shareholders.At the same time,because of the judges’ different understanding of the existing principles,the judge standards are not uniform in the judicial trial,which leads to the difficulties in the relief of minority shareholders.In order to solve the problem that the controlling shareholder damages the interests of the company and the shareholders with the right of control,the foreign countries have made clear the principle of the fiduciary duty of the controlling shareholder of the limited liability company,and regulated the content of the fiduciary duty of the controlling shareholder in the specific act,and set up a set of standards to examine the fiduciary duty of controlling shareholders.The most urgent task to solve the current problems is to make clear the principle of the fiduciary duty of the controlling shareholders of the limited liability company in the general provisions of the company law,in addition,the fiduciary duty of controlling shareholders is detailed,and the relevant legal consequences of the breach of fiduciary duty of controlling shareholders are perfected.At the same time,it establishes the judgment standard of fiduciary duty of the controlling shareholder of limited liability company and the corresponding applicable steps to examine whether the controlling shareholder has fulfilled the fiduciary duty.