The Improvement Of Shareholder Derivative Action Of System

China's Company Law was established in 1993, when the controlling shareholder of the company law almost no restrictions, in this case, the minority shareholders in a relatively weak position. As China's market-oriented economy has become increasingly active, the company (especially Ltd.) internal controls were against the legitimate rights and interests of minority shareholders, Company Law of 93 has seriously hindered the normal development of their companies. In order to regular order of the market economy and protect the legitimate rights and interests of the minority shareholders, and enhance the international competitiveness of companies. In 2005, China revised the "Company Law" and established a shareholder derivative action system.Shareholder derivative action isn't a native-born system; it is an "exotic". However, the establishment of shareholder derivative action allows majority and the minority shareholders to protect their legitimate rights and interests by the law. China's legislators, judges, scholars and other lawyers think that shareholder derivative action plays an important role in Company Governance. However, the shareholder derivative action system comes from abroad; thus, the people pay more attention to how to develop it in our economic situation. Now, China's "Company Law" stipulate the shareholder derivative action system, but this system is still too principled and generality, not only the interpretation of the concept, but also the process operation, it has very large flexible space. The lack of integrity and lag of judicial practice cause many drawbacks and interests of the minority shareholders will not be effective protection.This paper analyzes the meaning,characteristics and basic theory of shareholder derivative action, then describes the establishment and development of this system in our country, point out the absence of China's current legislation through draw on the Anglo-American law system, and discuss how to improve the China's Shareholder derivative action system, then try to put forward to some suggestions ,which fit China's actual conditions.The paper is divided into four parts: the first part is the summary of the shareholder derivative action system, it mainly introduce the basic meaning, characteristics, the emergence, development and function of the shareholder derivative action system; the second part describes the establishment and development of this system in our country, then give a suggestion through the analyze current situation of our country that it is very important to establish a shareholder derivative action system; the third part mainly point out the problem of shareholder derivative action system, it not only about unreasonable rules, but also about lack of the procedural support, these cause court lack legal basis during a trial, and minority shareholders are difficulties to institute derivative action ; the fourth part is about the Improvement of shareholder derivative action, the author use Chinese legislation as the breakthrough point , and give some suggestions about how to improve the party system and how to establish an effective incentive system through the foreign experience; In addition, the author also analyze and improve the correlation procedures of shareholder derivative action system, through discussing the theory and practice of foreign countries, the author suggest that these programs should be built to encourage the operation of this system in our country .