Study On The Construction Of Expulsion Of Shareholder In The Limited Liability Company

With the development of economy, the limited liability company(LLC) has gradually become an indispensable main market players in market economy, it’s stability has an important influence to the development of our market. Because of LLC has evident nature of person joint, the internal relation between the shareholders have an impact on the stability of LLC in large factors. In dealing with the relationship between the shareholders of the company,the company law also provides some basic systems in our country, but the range is relatively narrow.In fact,the company will meet all kinds of problems,the exsiting company law can’t solve these problems. In contrast, some foreign countries take the systems of the expulsion of the shareholder to solve these problems in their statutes or judicial practice, and these problems can be solved effectively.The shareholder expulsion refers to a right to maintain the company and other shareholders of the legitimate rights and interests, under the premise that conform to the legal condition of or by agreement, shall have the right to unilaterally fired through a shareholders’ meeting for the company and other shareholders legitimate interests produce damage and put an end to the corresponding rights of shareholders. It has the nature of identity, punitive and procedural, it can give efficient solution company internal contradictions, and effectively safeguard the legitimate rights and interests of relevant stakeholders, it can fully reflect efficiency and fair value.The shareholder expulsion system has experienced a longer period of time in foreign countries, and it ultimately becomes a effective system services in corporate governance. The shareholder expulsion system in our company law does not clearly defined,the system only be stipulated in a certain range in the judicial explanation. In our country theoretical circle, many scholars also discuss the effictive of the system,and to reach an agreement that the expulsion system for internal governance of company also plays a very important role in our country.,and they also provides the theoretical basis for the shareholder expulsion system will be builded in our country. In judicial practice, due to the lack of corresponding provisions in the company law, the court appears the phenomenon of different codefendant in the judgment of similar cases, which has seriously affected the judicial authority.So it has shown that the necessity of constructing the expulsion of shareholder in the company law of our country.Due to our country’s company law don’t stipulate the construction of the expulsion system,we can learn from the legislative experience of some foreign countries, such as Germany, US A. According to the study of these two countries, they are both starting from the concrete construction of shareholders cause and procedure, and then combined with the actual situation of the domestic company to continue to improve the system. For our country, the author thinks that the shareholder expulsion system need to adhere to the procedure and the principle of balance. If we stick to these principles, the system can really play a role. But in the entity system need to clear the subject of the exercise of the rights of shareholders, subjective elements and the matter of expulsion.And for the expulsion procedures need to clear the pre procedure, program initiation subject and voting rules. At the same time, we also need to clear the judicial remedy procedure.to protect the legal rights and interests. To sum up,we need to stick to principle,and also need to pay attention to the details of the design, only in this way, we can construct the legal system what can truly serve the corporate governance in our country.