Research On The Validity Of Shareholder Agreement In Limited Liability Company From The Perspective Of Corporate Governance

Data shows that limited liability companies account for more than90% of all types of Companies in China,and play an important role in promoting national economic development and providing employment.However,when the company law designs the system of limited liability company,there is a phenomenon of "children wear big shoes",which limits the governance mode of limited liability company too much and hinders the flexible and diversified development of small and medium-sized enterprises.The limited liability company governance mode stipulated in the company law can only govern the company through the company’s articles of association and the resolution of the shareholders’ meeting.Because of the shortcomings of high time cost and low efficiency,the above two ways have poor effect in the practice of corporate governance,and even appear the situation of abandoning.Therefore,in the practice of limited liability company,the shareholder agreement is widely used in corporate governance.Through the conclusion of the agreement,we can achieve the purpose of flexible corporate governance,maintain the company’s human cooperation and improve the company’s operational efficiency,which has the theoretical significance of respecting shareholder autonomy and corporate autonomy.However,in the paradigm of corporate governance in China,there are few shareholder agreements.The law does not give shareholder agreements the same corporate governance status as the articles of association and the resolutions of the shareholder meeting.In practice,there is a tendency of "agreement replacing governance",but the rules for determining the effectiveness of shareholder agreements are in vain.First of all,from the perspective of nature,the shareholder agreement belongs to the category of contract.However,the content of shareholder agreement usually involves the voting rules and the organizational rules of the company law,contractual attribute and organizational attribute,which means that the validity of shareholder agreement must be determined from the perspective of contract law and company law.Then,starting from the current judicial practice,this paper analyzes the problems existing in the determination of the effectiveness of the shareholder agreement,that is,the phenomenon of "agreement instead of governance" has not been effectively responded,and the perspective of the determination of the effectiveness of the shareholder agreement is single,and then points out the causes of the above problems.As an important pillar of modern market economy,the company has a strong global color.Based on the investigation of the identification rules of shareholder agreement on corporate governance in the major western developed countries,it is found that the major western countries have relaxed the regulation of small and medium-sized enterprises in varying degrees,breaking through the existing governance structure,and some countries even created new corporate systems to meet the needs of personalized and diversified corporate governance diversified needs.As far as China’s corporate practice is concerned,the lack of ways and space of corporate autonomy,and the high concentration of equity all mean that in China’s limited liability companies,shareholder direct participation in corporate governance is not only the practical demand of corporate governance,but also the status quo of corporate practice,which should emphasize corporate personality,shareholder personality and corporate interests It is not realistic to be independent of shareholder interests.In this regard,this paper finally puts forward specific suggestions on improving the validity of the shareholder agreement of limited liability companies in China: from the perspective of contract law,the shareholder agreement shall not violate the validity norms of the contract,the principle of good faith in the civil code,and the mandatory norms in the company law;on this basis,it further refines and divides the shareholder agreement with corporate governance into three categories to establish the system.The type of rules for determining the validity of shareholder agreement.