Research On Shareholder 's Deletion Of Limited Liability Company

The system of shareholder expulsion for Limited Liability Company was originally used as an alternative to the dissolution of the company. Due to the personal combination of the Limited Liability Company, all participants have a initial concept to concentric up. But when shareholders are no longer fit to stay in the company,or to remain in the company that will have a negative impact to the company or other shareholders, relative to the stiffness of the dissolution of the company, to break the company deadlock and protect the benefit of company and shareholders expulsed, it will ease a lot to expulse shareholders. Because the system of shareholder expulsion for Limited Liability Company is relatively gentle to solve the problem, there is more and more extensive scope of application.Our system of expulsion of shareholder for Limited Liability Company was for the first time stipulated in the supreme people’s court in about the several problems apply to the provisions of(3) in company law of the People’s Republic of China, in which the article only lists the failing to perform its capital contribution or escape all capital contribution as much smaller than meets the expectation of all walks of life. This article plans to analyzes the historical evolution and change trend of the system of shareholder expulsion for Limited Liability Company,which proves that the system can quickly develop is to accommodate the trend of the history, it is a widely used system which should also be widely used. This article expects to perfect our system of shareholder expulsion for Limited Liability Company with modest contribution by excavating the system of shareholder expulsion for Limited Liability Company from multi-angle.This paper is divided into three parts in addition to introduction and conclusion.The first part defines the shareholder expulsion right from the theory and analyzes their effect. The shareholder expulsion system not only has a role to perfect the system, but also take effect for optimizing the allocation of resources, protecting the interests of shareholders and improving the operational efficiency of the role.The second part analyzes the theoretical basis and the value choice of the shareholder expulsion rights. This part lists four kinds of theoretical basis to analyze. The author advocates: the shareholder expulsion right is autonomy of company based on personal combination of the Limited Liability Company. The scope of the shareholder expulsion belongs to company autonomy. When expulsing part of shareholder, it needs to balance the interests of the shareholders and the creditors. That is to say, as the representative of the public power, the state should not intervene too much. Between the absolute equity of shareholders and corporation efficiency, the consideration should be given to fairness in the principle of giving priority to efficiency on.The third part emphasizes a discussion on the cause, subject,form and consequence of exercising the shareholder expulsion right. The shareholder expulsion for Limited Liability Company can be caused by a variety of situations, the shareholder resolution is its final exercise basis. Shareholders who were removed, although lose shareholder status, have the right to request the return of investment.