论有限责任公司股东欺压及救济

Limited Company Stockholder Oppression and Its Relief Strategies

有限责任公司应为股东紧密型公司,而非人合性公司。实践中,有限公司中小股东受大股东欺压现象时有发生,其原因包括股东逐利性、资本多数决及股东退出机制不畅等。受欺压股东可以通过股权转让、行使退股权及司法解散公司请求权等方式加以救济。另外,除了完善有关法律,应充分利用公司章程在预防和化解股东欺压中的作用。

A limited liability company should be a shareholder - close company rather than a person - combined one. In practice, it often happens that big shareholders oppress small shareholders because of shareholders＇ pursuit of profits, the capital majority rule and poor shareholder withdrawal mechanism. The oppressed shareholders could be relieved by transferring stock right, exercising withdrawal right and claiming judicial dissolution of the company. Besides law improvement, the role of company regulations in preventing and dissolving the shareholder oppression should be fully utilized.