Shareholders' Agreement and Articles of Association of Limited Liability Companies Under Context of China: Resolution of Conflict of Shareholders' Will

Yanyan TANG

Abstract


As a vital instrument for the governance of limited liability companies in China, the shareholder agreement has been approved by the Company Law of a great number of countries by virtue of its positive significance in building the private order of the governance of limited liability companies and protecting the legitimate rights and interests of shareholders in the company. However, there is still a lack of clear and systematic norms in the legal system of China. Currently, in practice, a number of shareholders of limited liability companies have established shareholder agreements to adjust their rights and obligations stipulated in the Company Law and articles of association. Under such circumstance, both as the embodiment of the will of shareholders, in case of a conflict between the shareholder agreement and the articles of association on the governance structure or regulations of the company, the solution to the conflict is the object of this paper.


Keywords


Shareholders’ agreement; Articles of association; Limited liability companies; Chinese company law

Full Text:

PDF

References


Bebchuk, L. A. (n.d.). The case for increasing shareholder power. Harvard Law Review, 118(3), 833-914.

Cadman, J. (2004). Shareholders’ agreements. Sweet & Maxwell, 3.

Chad, R. (1957). “Shareholders’ Agreements” and the statutory norm. Cornell Law Quarterly, (43), 68-79.

Chen, Q. F. (2013). Taking corporate law seriously: An investigation of judicial practice based on agreement among shareholders. Peking University Law Journal, 25(4), 3.

Chen, Q. F. (2013). Taking corporate law seriously: An investigation of judicial practice based on agreement among shareholders. Peking University Law Journal, 25(4), 2.

Li, D. D. (2018). The effectiveness of the shareholder agreement of a limited liability company. Legal System and Society, July.

Li, Z. (2017, August). On the relationship between the agreement of shareholders and the optional clauses in the articles of corporation. Journal of Political Science and Law, 34(4), 4.

Stepthen, G. (2010). Company law handbook (2nd ed.). The Law Society, 106.

Wang, P. J. (2017, April). Judicial review of the effectiveness of shareholders’ agreements: Distinguishing the shareholder’s private agreement and the corporate governance agreement. Journal of Jiaying University ( Philosophy & Social Sciences), 35(4), 5.

Wang, P. J. (2017, April). Judicial Review of the effectiveness of shareholders’ agreements: Distinguishing the shareholder’s private agreement and the corporate governance agreement. Journal of Jiaying University (Philosophy & Social Sciences), 35(4), 5.

Worthington, S. QC. (n.d.). Sealy and Morthington’s text, cases & materials in company law (p.256, 11th ed.). Oxford: Oxford University Press.

Wu, G. C. (2015). Research on shareholder agreement of limited liability company. Journal of Capital Normal University (Social Sciences Edition), (6), 5.

Xu, K. (2017). Research on shareholders’ meeting and board decentralization system. China Legal Science, (2), 2.

Xu, S. Q., & Wang, S. Y. (2016). Effectiveness of the limited liability company shareholder agreement, Journal of Henan University of Economics and Law, (3), 3.

Zhang, X. W. (2010). A preliminary discussion on the shareholder agreement system. Studies in Law and Business, (6), 7.




DOI: http://dx.doi.org/10.3968/10942

Refbacks

  • There are currently no refbacks.


Copyright (c) 2019 Canadian Social Science

Creative Commons License
This work is licensed under a Creative Commons Attribution 4.0 International License.


Share us to:   


Reminder

  • How to do online submission to another Journal?
  • If you have already registered in Journal A, then how can you submit another article to Journal B? It takes two steps to make it happen:

1. Register yourself in Journal B as an Author

  • Find the journal you want to submit to in CATEGORIES, click on “VIEW JOURNAL”, “Online Submissions”, “GO TO LOGIN” and “Edit My Profile”. Check “Author” on the “Edit Profile” page, then “Save”.

2. Submission

  • Go to “User Home”, and click on “Author” under the name of Journal B. You may start a New Submission by clicking on “CLICK HERE”.
  • We only use three mailboxes as follows to deal with issues about paper acceptance, payment and submission of electronic versions of our journals to databases: caooc@hotmail.com; css@cscanada.net; css@cscanada.org

 Articles published in Canadian Social Science are licensed under Creative Commons Attribution 4.0 (CC-BY).

 CANADIAN SOCIAL SCIENCE Editorial Office 

Address1020 Bouvier Street, Suite 400, Quebec City, Quebec, G2K 0K9, Canada.

Website: Http://www.cscanada.net Http://www.cscanada.org 
E-mailcss@cscanada.net, css@cscanada.org

Copyright © Canadian Academy of Oriental and Occidental Culture