Research On The Legal Issues Of Shareholders' Shareholding In Limited Liability Companies

Through the dispute case of the appellant Liu XX and the appellant a limited liability company of Beijing New Road Transport to request the company to acquire shares which was concluded by the Beijing first intermediate people's Court through the second instance in 2013, this paper illustrates the current research of withdrawal right system of the limited liability companies' shareholders still has practical significance, which leads to the topic of the research of the legal issues of withdrawal right of the limited liability companies' shareholders.This paper is divided into four parts except the introduction and the conclusion.The first part, based on the summary of the domestic and foreign views of the meaning of withdrawal right, i put forward my own definition of the withdrawal right. After that, through the comparison of the concept of back equity with similar concepts, the meaning of the back equity is clearer. Then, this paper describes the theoretical basis and the practical value of the withdrawal right of the limited liability companies' shareholders. The first part is the theoretical foundation of the whole paper.The second part, through the summary and comparison of the limited liability companies' shareholders' withdrawal right system of the German on behalf of the civil law countries and the close corporations' shareholders' withdrawal right system of the America on behalf of the Anglo American law system in the subject of right, applicable conditions, scope of application, exercise procedure and so on, the author points out the Germany's provisions are more comprehensive in the subject of right and applicable conditions of the withdrawal right, and the American provisions are more comprehensive in the exercise program and valuation rules of the withdrawal right. Finally, the author points out that our country's limited liability companies' shareholders' withdrawal right system should use the German stipulation in the substantive rules, and use the American stipulation in the procedure aspect.The third part, through summarizing our country's current the limited liability companies' shareholders' withdrawal right system, the author minutely points out our country's current system exists problems, such as the system is not a system, the scope of the right main body is too narrow, the scope of application is too limited…. This makes the improvement measures proposed in the fourth part are targeted.The fourth part, in the light of our country's limited liability companies' shareholders' withdrawal right system' deficiency, on the base of using the German and the American related systems, the author makes detailed recommendations about our country's limited liability companies' shareholders' withdrawal right system from the three aspects of basic principles, substantive rules and procedural rules, this part is also the paper's heavy weight and highlight.The conclusion part, the author makes a carding and summary of the full text, and reiterates the viewpoint of this article.