Research On The Issue Of Shareholder's Contract Operation Of Limited Liability Company

After had been declared fail utterly in transformation of state-owned enterprises, managerial responsibility system of contracting seemed disappear from the scene. But in recent years, the new operating model of shareholder's contract of Limited Liability Company has been appearing quietly, which brings out people's controversy to the validity of the contracts. Under the system of market economy in nowadays, and with the guiding of basic ideas of company autonomy, is it reasonable or not for the operating model of contract of Limited Liability Company, and what is the legal basis for its reasonable existence, what is the positive impact, all the issues mentioned above need prompt solution in the practice. By case analysis and jurisprudence analysis of the law cases about shareholder's contract of Limited Liability Company, with the basic ideas of company autonomy throughout the paper, this paper is to answer and to interpret these questions mentioned above, and propose appropriate measures.This paper is divided into four parts, to be specific:The first part, a summary of shareholder's contract of Limited Liability Company. Firstly, this part recapitulates the implication and the features of shareholder'contract of Limited Liability Company, and expounds the party awarding contract. Secondly, it elaborates the historical background of the shareholder's contract of the company, mainly contains the historical period of managerial responsibility system of contracting and how it motivated the shareholder's contract of the company. In the end of this part, it presents the focal point of the paper, that is about the validity of the contract; after analyzing the argue about the validity of the contract among theoretical workers, the writer presents her own opinions, and interprets the problem that whether the shareholder has the treatment of limited liability or not after he contracts for the company.The second part, the basic theoretical analysis about the contract operating of the company. This part is the core of the thesis. In the first four section, the present writer analyses the validity and the reasonability of the contract separately from the angle of the company autonomy, the nature of company law norms, the nature of the article of association, the nature of the contract. Finally, the paper presents simply the administer structure of "separation of the three powers" under the traditional operating model, and points out the problems of "the control of heavy stockholders" and "contradictions between the stockholders intervention and the managers'independence inclination".The third part, the influence of shareholder's contract of Limited Liability Company. On the theoretical basis of the first two part, this part points out the changes of the company's administer structure caused by the shareholder's contract of the company, which include this operating model's influence to the system of shareholders general meeting and the shareholders'rights, to the board of director and the board of censors and also the company's manager and the legal representatives, and so on. After that, the paper specifically point out the positive effect of the shareholder's contract of the company:it mainly solve the problems which exist in the traditional operating model, including that the manager get voluntary management rights, at the same time, the profits and the risk shift in synchrony, which avoid the "contradictions between the stockholders intervention and the managers'independence inclination". Finally, the paper points out that "small companies" are the best selection which take the operating model of contract, and the reasons for that also be presented.The fourth part, problems existing during the shareholder's contract of Limited Liability Company and the suggestions to reach perfection. Firstly, problems about the profits distribution, in this part, it is pointed out specifically that under the model of shareholder's contract, the company can make a breakthrough of the advocated rules that refer to the distribution of the profits, and distributes the profits in accordance with a freewheeling consult between the contract parties; Similarly, at the problem of acceptance of risk, the paper also according to the contract's relativity principle analyze the rights and obligations among the shareholders, the party awarding contract and the creditor. Secondly, the paper puts forth the problem about shareholder's doing damage to the company's future benefits, and the corresponding suggestions. Finally, the paper proposes the basic precautions of risk, it mainly contains the specific procedure of decision makings when deciding to contract for the company, and the flexible rules about the time limit of the contract, the payment ratio of the contract cash, the distribution of the profits.