Research On Shareholder De - Listing System Of Limited Liability Company

Limited Liability Companies,as one of the major organization forms of modern companies, have always been praised by entrepreneurs. In the running process of the company, due to the separation of ownership and managerial authority is not complete, shareholders are both owners and managers of the company, and the trust relationship between the shareholders is the important link for the maintaining of the development of the company. When the trust relationship between the shareholders is broken, if cannot be solved in time, it will lead the company into trouble in operating. Therefore, how to effectively solve the internal disputes between the shareholders of the LLC has become the focus of the company laws in every nation. In 2011.based on the strong demand of judicial practice,"Company Law Explanation (3)"introduced shareholders removal system.and made shareholder expulsion system of the LLC for the first time, providing a new path to solve the internal disputes inside the companies. But for its too narrow rules in the reasons of expulsion of shareholders, too simple regulations in the procedures of expulsion, and the margin in the consequences of expulsion which lacks maneuverability, it causes the differences in the courts in judicial practice, which seriously damages the judicial authority. At the same time, domestic scholars cannot achieve an agreement on some questions such as the definition of shareholder expulsion system, requirements of the applicable subjects and procedures. By analyzing the existing problems of shareholder expulsion system of a limited liability company in practice, combing the domestic and foreign related theories on the shareholder expulsion system,this paper aims to inspect shareholder expulsion system from two dimensions which are practice and theory, advances some concrete Suggestions of the construction of shareholder expulsion system in China, and hopes to provide some references for academic researches and judicial practices.Besides the introduction and the conclusion,this paper is divided into four parts:The first part:the origin of the problem. Revealing typical problems that exist in the practice of China’s current limited liability company shareholder expulsion system by compare and analyze three cases, and raising the problems that paper is going to solve.The second part:the legal basis of shareholder expulsion system. This part briefly introduces the legal basis of shareholder expulsion system, and reasonably explains the legitimacy of shareholder expulsion system existing in legislation and judicial practice. And this part analyzes thefeasibility of improving the shareholders expulsion system in our country from three aspects:the theory support of the company law theories.the reference of the foreign legal system of the shareholder expulsion and the superstition on capital credit that new "company law" explodes.The third part:comparative law study of the shareholder expulsion system. Shareholder expulsion system was originated from foreign countries.Most countries have established the shareholders expulsion system in the company law, and keep them develop and complete in the judicial practice application. By means of comparison and analysis of relevant legislation on Shareholder expulsion system in foreign countries.this part summed up the related matters needing attention when our country complete the shareholder expulsion system.The fourth part:institutional construction on the shareholder expulsion system. This part discusses the specific methods of improving our shareholder expulsion system from the entity, procedure and legal consequences of applying shareholders expulsion. In terms of entity, analyzing the main body rights of a shareholder expulsion system should belong to the company, not the individual shareholders; Expulsion reasons includes not only the the legal reasons.but also the reasons based on the meeting of minds. In the aspect of application, analyzing the necessity of setting up the prepositional procedures:Specific demonstrating the reasons of choosing non-litigation procedures of the shareholder expulsion and voting rules in the expulsion meeting. Finally in terms of legal consequences in the application of shareholders expulsion, this paper elaborates on the equity disposal of the shareholders removed, responsibility taking and remedy of rights, etc.