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

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References


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

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