Study On The Expulsion System Of Shareholder Company With Limited Liability

As we know, Limited liability company is funded the establishment of the shareholder, the shareholder liable to the company to the subscribed amount of capital, all the assets of the company liable for the debts of their business organization. Generally speaking, Limited liability company belongs to Capital company in nature, which also has a strong personal factors, shareholders of personal dependence is very strong. the certain shareholders of a limited liability company damage the company of people together, which cause trust crisis between shareholders, and damage the interests of the company, at present,"Company law of the People’s Republic of China"(hereinafter referred to as the "Company law") for the company and other shareholders to provide relief way mainly equity transfer, dissent shareholders stock repurchase and the judicial dissolution of the company, but, the continued existence of the company and the shareholders, not one of the best choices, etablishment of expulsion of shareholder limited liability company will comply with the requirements of the development of the company law, and promote the settlement of internal conflicts. Because this system has played a significant role in resolving the conflict of internal contradictions, a lot of country or region specify this system, china’s current "Company law" no expulsion of shareholder limited responsibility company, but only in February16,2011of "the Supreme People’s Court on Several Issues concerning the application of company law Regulations three"(hereinafter referred to as the "company law judicial interpretation of three") in Eighteenth simple relates to some elements of the expulsion of the limited liability company, is not the whole of the expulsion system introduced, and for a long time with the theoretical research on this system in China, Lead to expulsion in terms of confusion, different judgments for the similar cases have occurred. Therefore, it becomes more and more urgent in the company law system construction of expulsion of shareholder limited liability company in China.Expulsion of shareholder limited liability company is an internal solution, due to the overall interests of shareholders, which procedural rigor and consequences of loss of identity, we should have a very clear understanding of the limited liability company shareholde expulsion system, and we have a very clear grasp firstly to the concept and characteristics of expulsion of shareholder limited liability company, the development of the shareholder expulsion system originated from the early personal companies, after continuous development, Only extended to the limited liability company, from the system theory is also accompanied by experienced a development quite long and perfect.At present, on the theoretical basis of the expulsion of shareholder, lift the theory of the civil law of autonomy theory and contract, the company contract theory, shareholders’fiduciary duty theory and the shareholder qualification of non permanent theory and the theories of law and economics of famous for shareholders limited liability company development provides a useful exploration.Because of the different legal development of all countries, it is different on the expulsion of shareholder in different country or region. In general, at present, the country or region on the expulsion system are mainly German, American, Japan, Russia and the Macao region of China, these countries or regions in their legal systems are from different aspects, clearly stipulates the expulsion of shareholder limited liability company, through the study of the law of these countries and regions, hope get to explore our country beneficial.Combined with the theory and practice, it analyzes the necessity and possibility of the expulsion of shareholder in limited liability company. Analysis of the necessity of the establishment in the expulsion of shareholder of limited liability company, the author focuses on the expulsion of shareholder can regulate shareholders misconduct, expulsion of shareholder can complement the company law of the withdrawing mechanism for shareholders, the shareholder expulsion system can solve the plight of judicial practice as well as the shareholder expulsion system can maintain the normal operation of the company. In the feasibility analysis of expulsion of shareholder of limited liability company, establishment of the company shares for the expulsion system provides the feasible basis, the partnership enterprise provides the basis for the establishment of delisting system, The judicial practice of corporate law provides lessons for the establishment of the expulsion of shareholder and the foreign expulsion of shareholder expulsion system provides reference to explain profound theories in simple language study.With reference to the legislation of different countries, in combination with the actual, the basic idea of our national construction of expulsion of shareholder is: in the aspect of entity, to construct the subject of rights, the shareholder expulsion of the limited liability company source of validity, cause and legal consequences for the content of the right system; In the procedure, study procedures of relief on expulsion of shareholder limited liability company, study procedures of the judgment, study procedures of the Equity acquisition and disposal and the expulsion of the limited liability company right relief, and it improve a little help for the expulsion of shareholder limited liability company in China’s legislation.