Research On The Effectiveness Of Shareholder Agreement Of Limited Liability Company

Although our company legislation does not give shareholders agreement the same power equal articles of association or the resolution of the shareholder committee,but does not prevent the shareholders use agreement to maintain the company close?control the investment risk?achieve the goal of flexible management company.From the theoretical value of the shareholder agreement,it has the significance of respecting the autonomy of shareholders,and the contract has the fairness ? efficiency and freedom,which can realize the sustainable and orderly development of the company.From the practice application of shareholder agreement,the development of other country companied the improvement of the legislation of the closed company,also satisfied shareholders flexible management of company and the casual arrangement of shareholder,making the legislation couldn't ignore shareholders agreement no longer.If we take our view back to China,we will also find that shareholder agreements application in small and medium-sized enterprises and venture capital frequently.Through the theory value and practice value of shareholder agreement fully elucidated,and exploring the typical type of shareholder agreement and typical types of shareholder agreement dispute.We will further discuss the effectiveness of the shareholders' agreement,also the relationship between the shareholders' agreement with the company's organization rules,discuss the relationship between shareholder agreement and organizational rules,and further discuss when there is conflict between shareholder agreement and organizational rules,what principle should we follow to determine the effectiveness of the shareholders agreement.This paper is divided into four chapters:The first chapter of this paper is the basic theoretical research of shareholder agreement.This paper focuses on the theoretical support of shareholder agreement and the application significance of shareholder agreement.The shareholder agreement theory discuss with two pairs of opposite concept,company and shareholder autonomy,resolution and contract efficiency.The application significance of the company agreement emphasizes the typical application in China's small and medium-sized enterprise and venture capital.The second chapter of this paper is the typification of shareholder agreement and its validity dispute.This chapter is divided into two parts,the first section is the typification of shareholders' agreement,the second section is the typification of disputes over the validity of shareholders' agreement.In the research on the typology of shareholder agreement,it mainly takes the practice and judgment to discuss.The type of shareholder agreement is divided into two types.The first type is related to corporate governance,and it will be discussed along with the development of the legislation of American closed companies.The second type is on the free arrangement of shareholders' rights,which mainly elaborates two typical types,voting rights binding agreement and shareholder agreement related to share transfer.In the second quarter,based on the common shareholder agreement dispute of our country judicial practice,combing typical problems in the shareholder agreement binding dispute: the interests ignore of the company;material change in the form of company;a dispute over the obligation;a dispute to limit or extend rights.The third chapter of this paper is about the disposal of the conflict between shareholder agreement and legal norms.This chapter is divided into two sections,the first section is about the shareholders agreement effective judgment distinguished mandatory norms and facultative norms.Mandatory norms have no agreement space,hit a mandatory standard shareholders agreement is invalid,to discuss the scope of the company law on the mandatory norms,to determine the extent of the effectiveness of the shareholders agreement.And further discuss the validity of shareholder agreement,under the shareholder agreement protocol space,the effectiveness of the shareholder agreement not to damage the interests of others and the basic principle of civil law as the judgment standard.The second section is the further compliance review of the validity dispute of the typical shareholder agreement under the validity judgmentstandard of the content of the shareholder agreement set out in the first section.The fourth chapter of this paper deals with the conflict between shareholder agreement and organizational rules.The chapter is divided into two parts,the first part of this paper discuss the relationship between shareholder agreement and organizational rules,shareholders agreement and the relationship between the organization rules include three kinds,one kind is the behavior for alternative,namely after the rules made by the shareholders' agreement,the organization can replace first made by the shareholders' agreement,organization rules,the shareholders' agreement with organizational rules do not conflict,real shareholder agreement with organizational rules of the three kinds of conflict.The second part of content is trying to shareholders agreement when applicable conflict with organizational rules,to clarify the effectiveness of the shareholder agreement and applicable and puts forward three disposal principles,namely to maintain commercial appearance of socialism,legal procedure maintenance,maintenance free disposition three principles of equity shareholders.The principles can't cover all cases of shareholder agreement relationship with organizational rules,can't solve the conflict all possible situation,but we can provide a path of thinking at least,in order to attract more attention on the corporate governance in our country,caused more attention to the relationship with organizational rules.