论有限责任公司股东退出困境与救济

发布时间：2018-04-22 23:13

本文选题：股东困境 + 股东退出　；参考：《华东政法大学》2011年硕士论文

【摘要】：有限责任公司因其制度的独特性与优越性,在我国市场经济中受到众多投资者的青睐,然而随着经济的发展与公司制度的进一步完善,实践对制度提出了新的要求。有限责任公司进来容易退出难的困境愈发受到关注,也成为困扰投资者尤其是中小投资者的一大难题。如何实现对退出股东的救济是完善我国公司法制、提高投资者积极性促进经济繁荣发展的重要课题。对于有限责任公司股东退出问题的研究近年来受到较多的关注,但大多从股东退出机制立法构建的角度。新公司法第七十五条对这一问题有所回应但尚不完善,本文主要从有限责任公司股东退出困境的角度,对股东退出困难的情形进行类型化分析,寻找难以退出的原因,并通过比较外国的相关立法,从实体法与程序法两方面提出救济的措施,希望能为我国有限责任公司股东退出机制献言献策,提高对中小股东权益的保护。除去导言和结语部分,文章主要分为三章。第一章阐述了有限责任公司股东退出的客观性和法理依据。首先界定了本文的研究对象,对股东退出的概念予以阐释,并从实践角度分析了股东退出的客观性基础。其次,以公司契约理论、公司人合性理论为基础,加以对公司本质和公司法价值的探求,阐述了股东退出的法理依据。第二章通过对股东退出困境进行类型化分析,探求股东退出受阻的真正原因。从有限责任公司股东退出过程入手,比较现行立法的规定,寻找每一过程中股东退出受阻的原因,从实体法和程序法两个角度,深入探究股东退出困境中的法律缺失。第三章通过比较研究,在厘清国外有关股东退出法律机制安排的基础上,从救济的角度,结合我国的实际情况,研究于我国可行的救济措施。我国在股东退出救济方面的实体法已有相关规定,但尚不完善,本文在原有制度安排基础上提出些许建议。在程序法方面,我国的规定较少,本文借鉴外国的立法经验,提出构建并完善程序法律救济的相关措施,并提出引进仲裁救济等新方式。
[Abstract]:Due to the uniqueness and superiority of its system, the limited liability company is favored by many investors in the market economy of our country. However, with the development of the economy and the further improvement of the company system, the practice has put forward new demands on the system. In particular, it is a big problem for small and medium investors. How to realize the relief to the withdrawal of the shareholders is an important issue to improve the legal system of our company and to improve the enthusiasm of the investors to promote the economic prosperity and development.
The research on the withdrawal of shareholders from the limited liability company has attracted more attention in recent years, but mostly from the angle of the legislative construction of the shareholder exit mechanism. The seventy-fifth article of the new company law has responded to the problem but is not perfect. This article mainly from the angle of the shareholders withdraw from the plight of the limited liability company, to the situation that the shareholders withdraw from the difficult situation. In order to find out the reasons why it is difficult to quit, and by comparing the relevant foreign legislation, we put forward the relief measures from the two aspects of the substantive law and the procedural law, hoping to offer some suggestions for the withdrawal mechanism of the shareholders of the limited liability company in our country and improve the protection of the rights and interests of the small and medium shareholders.
Except for the introduction and epilogue, the article is divided into three chapters.
The first chapter expounds the objectivity and legal basis of the withdrawal of the shareholders of a limited liability company. First, it defines the object of this study, interprets the concept of shareholder withdrawal, and analyzes the objectivity basis of the withdrawal of shareholders from the practical point of view. Secondly, based on the theory of company contract and the theory of company human compatibility, the essence of the company and the company are on the basis of the company. The exploration of legal value explains the legal basis for the withdrawal of shareholders.
The second chapter, through a typed analysis of the plight of shareholders' exit, explores the real reasons for the withdrawal of shareholders. Starting with the process of withdrawing from the shareholders of the limited liability company, this paper compares the regulations of the current legislation to find out the reasons for the withdrawal of the shareholders in each process. From the two angles of the substantive law and the procedural law, the law of the shareholders' withdrawal from the dilemma is deeply explored. Law is missing.
The third chapter, through a comparative study, studies the feasible relief measures in China on the basis of foreign shareholders' withdrawal of legal mechanism from the perspective of relief and the actual situation of our country. The substantive law on the withdrawal of shareholders in our country has some relevant provisions, but it is not yet perfect. This article is put forward on the basis of the original system arrangement. Some suggestions are made. In the field of procedural law, the regulations of our country are few. In this paper, we draw lessons from foreign legislative experience, put forward relevant measures to build and perfect the legal relief of procedural law, and put forward a new way of introducing arbitration relief.

【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91

【引证文献】