有限责任公司股东退出机制刍议

有限责任公司具有人合性和封闭性的特点。在缺乏股权流动和交易的市场,中小股东中途退出公司殊为不易。但如果控股股东违反了忠实义务,中小股东的合理期待落空,那么小股东就有权退出公司。英美国家都建立了比较完善的股东退出和股份清购制度。我国新公司法在借鉴国外经验的基础上首次建立了有限责任公司的股东退出制度,但在程序上以及权利的行使上仍有许多值得完善之处。

Withdrawing Mechanism for Shareholders in Limited Liability Companies

Due to the personal nature and close characteristics of a limited liability company and the lack of equity floating and transaction market,it is very difficult for middle & small shareholders to withdraw from the company.When controlling shareholders infringe the faithful obligation,middle & small shareholders are entitled to withdraw from the company after they cannot realize their reasonable expectation.Both the United Kingdom and the United States have established relatively effective share repurchase system and withdrawing mechanism for shareholders.Based on the experience of these countries,our new 'Company Law' is established for the first time,including the withdrawing mechanism for shareholders in limited liability companies.However,there is still much to be improved in the procedure and the exercise of rights.