Research On The System Of Shareholder’s Expulsion Of The Limited Liability Company

To handle the internal conflicts of company properly is a basic principle of Company Law.Expulsion of shareholder, as an alternative means of judicial dissolution, provides a tool measure for handling the internal conflicts of company correctly.At the same time,expulsion of shareholder improve the withdrawing mechanism of shareholders, which is now adopted by most of counties and regions.In judicial practice of China,many cases for shareholder’s expulsion are raised,however, lacking effective legal regulation and the coincident standard, brought negative influence to our judicial judgement and market economy.Based on these circumstances, Company Law of PRC empower the right of depriving shareholder’s qualification for limited liability company in form of judicial interpretation.But, we can also find that the judicial interpretation on the expulsion of shareholders program sets is very simple, which may cause disputes. Obviously, due to the lagged effect, there are too much space to improve for our shareholder’s expulsion system. As a new system, we had better to analyze it comprehensively, understand its connotation and significance deeply, and to prevent the abusing of this system, lest we impact the normal management and operation of companies and power distribution. Based on this, the paper focus on the items of necessity of establishing the system of shareholder’s expulsion, theoretical basis, and the program issues, with relevant provisions of China’s company law judicial explanation three article18, I table some proposal to improve company shareholder’s expulsion system for the limited liability company.Besides introduction and conclusion, This dissertation is divided into five chapters:The first part is the theoretical foundations for building the expulsion of shareholder system. First identify the system of shareholder’s expulsion, analyze the juristic right attribute, then point out the necessity of the development of shareholder’s expulsion system and the theoretical foundation for the system, at last estimate the value of the shareholder’s expulsion system from both sides of justice and efficiency.The second part is the lawmaking and problems of shareholder’s expulsion system. By comparative analysis on the lawmaking of shareholder’s expulsion system between foreign countries and china, identify Chinese problems of the system.The third part is the analysis on the reasons of shareholder’s expulsion system. First we review the rules of the shareholder’s expulsion system in some foreign countries, mainly about the reasons for shareholder’s expulsion system in Germany which is representative country of the Continental Law System and the United States which is of the Common Law System. Then analyze the rules about the reasons for shareholder’s expulsion in the latest jurisdictional interpretations of China.Last, compare the reasons for expulsion of shareholder separately.The fourth part analysis the shareholder’s expulsion procedures.In the expulsion procedures, there should be a lawful and reasonable shareholders resolution as a basis for expulsion. If the removed shareholder object the resolution, they can use legal channels to protect their own interests.In addition, removed shareholder’s should be given procedural way to protect their legitimate rights and interests.The fifth part, on the basis of the combination of the above analysis,I put forward the idea to build the shareholder’s expulsion system which suitable for China, including how to determine the basis of expulsion, the time of using the expulsion system, the steps of expulsion, and how to deal relationship between the removed shareholders and the creditors of the company.In order to contribute to the shareholder’s expulsion system of Company Law to make it to be more perfect.