On The System Of Shareholders' De - Listing In Limited Liability Company

The modern company law has been committed to solve the conflict between the shoulders in the limited liability company and provided the company judicial dissolution and shareholder withdrawal system. But these measures in solving the conflict between shareholders is ineffective, or expensive, or unfair. In contrast, the shareholder expulsion system are of unique law function in this field, and can effectively solve the conflict between the shareholders,and has been established in the legislation in many countries.China also in <Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China (Ⅲ)> eighteenth first established the expulsion of shareholder in the limited liability company. But due to the current legislation on the system is simple in design, there are a number of shortcomings to the legal status quo, resulting in difficult to effectively use in the judicial practice. Based on existing theories,this paper will attempt to provide a comprehensive analysis over expulsion system through learning other countries’experience and will put forward the legislative suggestions for establishing the expulsion of shareholder in the limited liability company.The paper besides introduction and conclusion mainly includes four parts:The first part discusses on the basic theories about the expulsion of shareholder. Primarily, based on our current the expulsion of shareholder in our country, and comprehensively consider the characteristics,this paper comes up with the definition of expulsion of shareholder and summarizes the features of the expulsion of shareholder. Then the paper introduces the origin and development of delisting system with German law. Finally, sets forth the legal basis and function to provide specific guidelines for the construction of the system.The second part perfects the reasons of the expulsion. This part mainly discusses the company law and the articles of association of the company shall be respectively how to play the roles on balance the legislative intervention between the company autonomy.The third part discusses the construction of the procedure of the expulsion. Because China’ law does not stipulate the procedure of the expulsion. Based on the provisions of German expulsion procedure and existing relevant laws, puts forward some suggestions on our country’s existing laws. In the construction of the procedure of the expulsion, based on basic ideas before, the paper discusses pre procedure, the right of expulsion and expulsion of the main decision rules.The forth part analyses legal consequences of the expulsion. The first, through summarizing the previous ideas and the mature legislative experience abroad, proposed how the provisions of the expulsion should be prohibited.Then according to contract law and tort law theory, to discuss the shareholders ’responsibility.