一、股东退出

1、 Shareholder withdrawal

股东退出不等于股东退股，股东退股是一种通俗说法，并不准确。

Shareholder withdrawal does not mean shareholder withdrawal. Shareholder withdrawal is a colloquial term that is not accurate.

现行《公司法》规定，公司成立后，股东不得抽逃出资；股东可以转让股权；符合条件的股东可以请求公司回购股权等。

According to the current Company Law, after the establishment of a company, shareholders are not allowed to withdraw their capital contributions; Shareholders can transfer equity; Qualified shareholders can request the company to repurchase equity, etc.

股东退出，即通过法律允许的路径，出让全部股东权利，进而消灭股东身份，退出公司。

Shareholder exit refers to the transfer of all shareholder rights through legal means, thereby eliminating shareholder identity and exiting the company.

在有限责任公司中，股东退出的路径有：

In a limited liability company, the paths for shareholders to exit include:

① 股权转让退出

① Equity transfer withdrawal

按照法律规定，将股权对内转让予公司股东或对外转让予股东以外的其他人，这是主动退出路径。

According to legal regulations, transferring equity internally to company shareholders or externally to others outside of shareholders is an active exit path.

②股东除名退出

② Shareholder expulsion and withdrawal

在有股东未履行出资义务的情形中，股东会可依法对未出资股东除名，除名后被除名股东灭失股东资格，并作相应减资，这是带有惩罚性质的退出。

In the event that a shareholder fails to fulfill their capital contribution obligations, the shareholders' meeting may lawfully expel the shareholder who has not made the capital contribution. After the expulsion, the expelled shareholder loses their shareholder qualification and makes corresponding capital reductions, which is a punitive withdrawal.

③ 异议股东退出

③ Withdrawal of dissenting shareholders

现行《公司法》第四十七条规定了异议股东可以请求公司收购其股权，在满足条件的情况下，异议股东可以通过公司回购股权实现退出。

Article 47 of the current Company Law stipulates that dissenting shareholders may request the company to purchase their equity. If the conditions are met, dissenting shareholders can withdraw by repurchasing their equity through the company.

④ 公司解散退出

④ Dissolution and exit of the company

如公司解散，需要进行全盘清算并注销，从而实现股东退出的法律效果，该退出是整体退出。

If the company is dissolved, it needs to undergo a complete liquidation and cancellation to achieve the legal effect of shareholder exit, which is a complete exit.

在实务中，上述退出路径常用的是股权转让。如果股权转让的路径受阻，则股东退出就会成为一件难事。

In practice, the commonly used exit path mentioned above is equity transfer. If the path of equity transfer is blocked, shareholder exit will become a difficult task.

二、股东压制

2、 Shareholder suppression

在现代公司制度中，有一个“两权分离”的概念，即股东对公司是所有权，经理对公司是管理权，若股东不参与管理，则形成“所有权”与“管理权”的分离。

In modern corporate systems, there is a concept of "separation of ownership and management rights", where shareholders have ownership over the company and managers have management rights over the company. If shareholders do not participate in management, a separation of "ownership" and "management rights" is formed.

基于两权分离，衍生出公司控制权、董事忠实勤勉等问题。

Based on the separation of two rights, issues such as company control and the loyalty and diligence of directors have emerged.

但是，相对封闭的公司，两权基本不分离，几乎所有的内部纠纷，都能归结为股东纠纷。

However, in relatively closed companies, the two rights are basically not separated, and almost all internal disputes can be attributed to shareholder disputes.

中国政法大学李健伟教授对股东压制有以下描述：

Professor Li Jianwei from China University of Political Science and Law has described shareholder suppression as follows:

“股东压制又被称为“长期的复合性股东利益侵害”，侵害手段具有复合性，结果具有严重性、全面性，时间跨度具有长期性，构成一个长期的有预谋的体系性侵害行为，少数股东不堪忍受，但公司法目前为之提供的救济手段过于单薄...”

"Shareholder suppression, also known as" long-term compound shareholder interest infringement ", has a complex means of infringement, serious and comprehensive results, and a long-term time span, constituting a long-term premeditated systemic infringement behavior that minority shareholders cannot tolerate. However, the relief measures currently provided by the Company Law are too weak..."

无论何种原因，如大股东要求小股东退出，小股东面临两个选择：退和不退。

Regardless of the reason, if the major shareholder requests the minor shareholder to withdraw, the minor shareholder faces two choices: withdrawal or non withdrawal.

如果选择退出，则涉及股权转让，包括估值、价格、支付方式等。

If you choose to exit, it will involve equity transfer, including valuation, price, payment method, etc.

如果选择不退出，则小股东的权益可能被剥夺、压迫或排斥。

If you choose not to withdraw, the rights of minority shareholders may be deprived, oppressed, or excluded.

更糟的结果是，小股东愿意退出，但大股东不愿意支付股权转让款。

The worse outcome is that the minority shareholders are willing to withdraw, but the major shareholders are unwilling to pay for the equity transfer.

大股东要求小股东退出，小股东多会陷入两难境地。

The major shareholder requests the minority shareholder to withdraw, and many minority shareholders may find themselves in a dilemma.

三、怎么办？

3、 What should we do?

首先，小股东需看清现时的处境。

Firstly, minority shareholders need to see the current situation clearly.

我们在股权方面有大量实操案例和丰富的实务经验，我们倾向于认为：

We have a large number of practical cases and rich practical experience in equity, and we tend to believe that:

大股东要求小股东退出，意味着股东关系转变，股东之间的资源不再相互作用，如果不能重新定义，一方退出或许是合适的选择。

The major shareholder's request for the minority shareholder to withdraw implies a shift in shareholder relationships, and the resources between shareholders no longer interact with each other. If it cannot be redefined, one party's withdrawal may be a suitable choice.

同时，在小股东选择退出时，也需要大股东打开格局，以双方同意的价格处理小股东的股权。

At the same time, when minority shareholders choose to withdraw, it is also necessary for major shareholders to open up the situation and dispose of their equity at a mutually agreed price.

道理不言自明，收走小股东的股权，就是拿走了“会下蛋的鸡”。

The truth goes without saying, taking away the equity of minority shareholders is taking away the "chicken that can lay eggs".

如果在股权价值上双方不能达成一致，股东关系基本上会降至冰点。

If the two parties cannot reach an agreement on the value of equity, the shareholder relationship will basically reach a freezing point.

长此以往，股东关系陷入僵局，大股东利用优势地位，掌控一切；小股东四处奔波，不断维权。

Over time, shareholder relations have reached a deadlock, with major shareholders taking advantage of their advantageous position to take control of everything; Small shareholders are running around constantly defending their rights.

从同舟共济，到同室操戈。

From working together in the same boat to fighting in the same room.