The Perfection Of Expulsion Rule Of Shareholder

Conflicts among the different subjects is inevitable in the development process of company,when the comportments or the personal circumstances of the shareholders lead to the crisis of confidence and coflict of interest,it may influence seriously the corporation daily decision making even the company’s existence.It becomes a natural requirement to eliminate this stalemate.Under the Company law of the people’s Republic of china system in2005,no matter shareholder exit regulation or restrictions rules of stock right,even rules for dissolution of the company, they cannot be the optimal choice because of the limitations of range of application and cost.Expulsion rule of shareholder system just make up the imitations with its special stitutional structure,it plays an irreplace value in conflict solution within the company, and has gradually established by legislation in many countries. Based on the demanding of shareholder expulsion in the field of judicial practice in our country, Company law judicial interpretation three set up the expulsion rule of shareholder firstly in2011.But through the analysis it is not difficult to find that in the specific rules of construction there are many imperfections. This paper tried to start research with existing theories,make an investigation of other countries’s experience,and provide a comprehensive analysis over expulsion rule.Based on the above analysis,this paper puts forward the consummate ideas and suggestions.This paper is composed of five parts,the main contents of this thesis are as follows:Firstly,this part introduce the basic theory of expulsion rule of shareholder and its legitimacy, then it focuses on the inherent value, compared expulsion rhle of shareholder with other conflict resolution mechanism from multiple perspectives and sum up the applicable level.On this basic this part summarizes the rule’s funcation.The second chapter expound the development and current situation of expulsion rule of China, Make a comprehensive analysis of the established expulsion shareholder rule in our country from three aspects,it include the standard model, entity contents and procedures. It also points out the positive significance and the main problems. The third chapter mainly introduce the entity construction of expulsion.Studying on legislative flaw and proposing the suggestion from company types and expulsion cause,put forward that it has necessities and possibilities of applications also in the incorporated companies.The fourth chapter mainly refer to th expulsion procedure.The thesis will make specific analysis on the several expulsion procedures,including the expulsion procedure of resolution,the expulsion procedure of judicial sentence and the avoid obligation of expelled shareholder.It also investigates some relevant problems about when the expelled shareholder lose his qualification.The fifth chapter focuses on how to disposed expelled shareholder’s capital and the methods of accountability. In the aspect of disposed expelled shareholder’s capital,this thesis suggests make company as the subject of duty,it restrain the corporation to deal with the contribution of capital in time in a statutory way and extend the subject of duty to the corporation, the other shareholders and the third party at the same time when the shareholders who got disenrolled retrieve the contribution interest. If the corporation cannot retrieve the shareholding in time in practice, the enforceable efficacy of court should be claimed.