On The Expulsion Rule Of Shareholder Of The Limited Liability Company

The limited liability company has been a focus point of legal science study constantly because of its unique economical construction, legal specialty and problem of corporate governance. For empowering limited liability company more right to do decision on its own business than before, the amendedin 2005 has made a great transition from controlling law to autonomy law. However the rules about how to solve the problem or conflict between shareholders efficiently and fairly are not been set completely. Especially the expulsion rule is not established and accepted in our country. This paper tried to start research with existing theories, make an investigation of other countries'experience, and provide a comprehensive analysis over expulsion rule. Based on the above analysis, this paper puts forward the legislative ideas and suggestions.This paper is composed of three parts including the introduction, the body and the conclusion.Firstly, the introduction part introduce the basic context of this paper, and puts forward the concept of expulsion rule and clarifies the theoretical and practical significance of this subject. Furthermore the introduction part shows briefly the path selection and specific research methods in this paper, as well as the research scope and innovation.The body of this paper consists of four chapters; the main contents of this thesis are as follow: The first chapter, it firstly makes a comparative analysis between limited liability company and joint stock company, then sums up the essential attributes of limited liability company including economical construction and legal specialty. On this basic this part concludes the problem of corporate governance in limited liability company,combined with above discussion this part shows the expulsion rule can solve the problem efficiently. Logically, this chapter is the basis of the following chapters.The second chapter demonstrates legitimacy of expulsion rule theoretically; on this basic this part summarizes the rule's function. This chapter firstly defines the concept and characteristic of expulsion rule according to compare other legal concept. Combine with reviewing its developing history, this chapter discovers the inherent value and the functional orientation to corporate governance of expulsion rule.The third chapter focuses on the true construction of expulsion rule based on the functional orientation of expulsion rule which has been discussed above. Including misunderstanding and scope of application of the rule, the necessity of being a normal rule, the methods to make reasons of expulsion and the procedure about applying the rule validly.The fourth chapter mainly observes the real effect of the existing rules which used to deal with the conflict between shareholders in limited liability company backwards and forwards to find out logical clue those rules abiding by, then pointing out the defect of those rules and making a conclusion that the expulsion rule should be established in our country.The conclusion part summarizes the main ideas and research results of the above chapters, and reaffirms the advantage and the significance of expulsion rule. In the end on the basis of the above, it reveals the adaptive characters of corporate act, to meet the demand of practice.