On The Shareholders Of A Limited Liability Company Exit Mechanism

Limited liability company is a kind of important organizational form of moderncompany, because of its small scale, lower investment cost advantages, favored by manyinvestors of many countries, but due to the limited liability company capital majorityprinciple and many variables exists in the operation process, which made it easy toappear small shareholders suppressed by large shareholders or other expected interestlost. In this situation, small and medium-sized shareholders will choose to give up theinvestment to seek relief, relief methods generally include, dissolution of the companyand the shareholder withdrawal. The dissolution of the company costly, easy to cause thewaste of resources, which made the company, shareholders and stakeholders do not wantto see the result, so countries don’t think the judicial dissolution of the company is agood method to obtain shareholders’ benefits. In order to take into account the company,shareholders and stakeholders, to withdraw from the company has become a popularremedy system. In2005China’s new "company law" amendment can be said to be animportant milepost of company law. But disadvantages still exist, the shareholderwithdrawal system of the legal system is not perfect, the legal and related proceduresprescribed by the withdrawal of the current entity also has many deficiencies, thelegitimate rights and interests of minority shareholders still can’t get more comprehensiveprotection, persist will inevitably affect the healthy and orderly development of theeconomy in our country.This text divides four chapters of the limited liability company shareholder exitmechanism, the first chapter is mainly in view of the limited liability companyshareholder exit mechanisms, based on the relevant system of limited liability companytheory, discusses the cause of the limited liability company shareholder exit, the necessityof the shareholder exit mechanism, and the shareholders of a company out of theinfluence of related interest subjects, etc., has carried on the detailed review. At the sametime, the legal basis of limited liability company shareholder exit, such as the companycontract theory and reasonable expectation theory, and honesty obligations are described and analyzed briefly. The second chapter analyzes the relevant legal system of theShareholder Exit Mechanism of foreign limited liability company, emphaticallyintroduces the American shareholder exit mechanism for the equity transfer, objection torepurchase and the system of judicial dissolution; The unfair damage relief in Britishwithdrawal mechanism, fair and just system for clearing and objection to repurchase andshareholder exit mechanism of Germany and Japan are also detailed in this paper. Thirdchapter detailed introduces the legislative evolution of the withdrawal system in China,legislation industry research and analysis the view of the withdrawal system, and furtherpoints out the relevant problems of the withdrawal system in China, mainly includes:legal withdrawal system entity rules exist some shortcomings, relevant legal withdrawalprogram is still not perfect, also lack of withdrawal system related supporting facilities,etc. The fourth chapter in view of the related problems in the withdrawal system in Chinaand put forward targeted measures.First, to further improve the rules of statutorywithdrawal system entities. Such as the construction of non-objection to theshareholders of the legal equity withdrawal, improve the appraisal right of dissenters.Secondly, to carry on the redesign to the statutory retirement program, includingadditional company of resolutions and the withdrawal right informing procedure,provisions of shareholder withdrawal written statement, adjust the stock assessment ofthe specific steps, clear withdrawal follow-up treatment. Finally, learn from the advancedforeign legislative experience, combined with the actual situation of China’s economicand social life, improve supporting measures suggestions, in order to ensure the orderlywithdrawal. This paper aims at the analysis of the relevant legal system, especially thebasic system of share transfer, repurchase rights for dissent shareholders, judicialdissolution system, constitution convention, the unfair prejudice remedy, justiceliquidation, exercise of withdrawal right and right of expulsion and related system, seekthe path of China’s shares in east exit, and put forward specific ideas on the ShareholderExit mechanism.Looking forward to benefit the research of the small and medium-sizedshareholder exit system.