论有限责任公司股东的撤资权

Legal Research on Shareholders' Right to Withdraw the Investment in Limited Corporations

中文关键词:  有限责任公司  股东  撤资权

英文关键词:limited corporation(Co.Ltd.)  shareholder  right to withdraw the investment

中文摘要:

      股东矛盾冲突经常引发撤资纠纷。《公司法》沿袭了股东不得抽逃出资的立法理念,没有规定股东撤资权,法院一般都驳回股东的撤资请求。但是,实践中确实存在不允许撤资即不得救济的司法困境。在探讨了立法的不足及建立股东撤资权的合理性,并提出股东撤资权行使条件的基础上,认为股东履行了出资义务后,如加入公司的目的根本无法实现,在不影响第三人利益的情况下,可以通过诉讼行使撤资权。

英文摘要:

      In more and more disputes,shareholders are likely to withdraw their investment.Since there is no regulation in the Company Law which follows the idea that shareholders are forbidden to withdraw their investment,shareholders' request for such withdrawal are generally overruled by the court.However,in practice,there is a judicial paradox that the remedy rights are nullified in case of no permission to such withdrawal.Based on the evaluation about the current legal system,this paper discusses the necessity and the conditions for shareholders to exercise their right to withdraw the investment.Moreover,shareholders who have fulfilled their duty to contribute the investment in a company should be entitled to exercise their right to withdraw the investment by litigation if they suffer the frustration of intention to incorporate and the withdrawal would not harm the interests of a third party.