Study On The Legal Problems Of Expulsion Of Shareholder

The company can bring benefits for the shareholders, and the healthy development ofthe company is an important guarantee for the interest of shareholders. When theshareholders infringe the interests of the company or other shareholders, honestshareholders can protect their own interests through legal way. Because of its closedcharacteristics, the share transfer is difficult in the limited liability. It has a nature of personjoint. so expulsion of shareholder is a way to solve the” bad shareholders”. The shareholderexpulsion is designed to protect the integrity of the legitimate rights and interests ofshareholders, protection of the company’s long-term healthy development. China hasestablished the shareholder expulsion in the form of judicial interpretation, which is a kindof affirmation to practice case. But this provision is also relatively rough. Thecause-in-constitution plays a greater role in practice. The main research method is the caseanalysis. I select some cases for the research of cause of expulsion and procedure ofexpulsion.This paper is composed of three parts: introduction，main part and conclusion.The first part is the introduction. This part mainly introduces the research significance,topic background, review of the literatures and research method. I combine the case and thetheory to study the expulsion.The second part is the main part. This part includes the second chapter to the fifthchapter.The second chapter is the expulsion of shareholder expulsion. There are three aspectsin this chapter. The first aspect is the theoretical basis for the expulsion of shareholder. Itmainly introduces the company contract theory, the company autonomy theory and theLimited liability company personal combination theory. The company contract theory holdsthat the shareholder expulsion can improve the corporate governance structure and producethe efficiency value. The company autonomy theory holds that the shareholder expulsion isthe performance of the company autonomous and the articles of association of the companycan make up laws’ deficiencies. The Limited liability company personal combination theoryholds that the shareholder expulsion is necessary demand of Limited liability company`spersonal combination. The second aspect is the legal basis of shareholder expulsion. First Iintroduce the foreign law which is Germany and American law. After that, I introduceChinese law. The third aspect is the judicial practice of expulsion of shareholder. Accordingto case retrieval, I think it is of positive significance for the expulsion of case.The third chapter is the case of expulsion of shareholder. This chapter focuses on threecases which is shareholder contribution, the abuse of shareholders ‘rights, shareholder`departure. I will take some related case to analysis. The capital contribution of shareholdersproblems led to the expulsion of shareholder is Chinese legal expulsion case. It is adishonest behavior that shareholders abuse the rights of shareholders, which prescribed inthe articles of association of the shareholder expulsion. Shareholders who leave thecompany are not of course to apply the shareholder expulsion according to whether toviolate the company or other shareholders to determine whether to apply the shareholderexpulsion.The fourth chapter is the shareholder expulsion procedures. This chapter mainlyintroduces the shareholder expulsion procedure and shareholder discouraging procedure. Inthe shareholder expulsion procedure, subject to bring the shareholder expulsion can bedetermined by the articles of association of the company. The resolution of theshareholders’ meeting to vote should be applied to decision-making system. After theshareholder expulsion adoption resolution, shareholders immediately can be struck. The removed shareholders`right of expression and other rights should be protected. At the sametime, the removed shareholder shall bear compensation obligation and liability for breach ofcontract. The shareholder discouraging procedure is designed by myself, whose purpose isto reduce the infringement of the interests of the company. The shareholder discouragingprocedure`participant is more widely including company executives, the creditors of thecompany and so on. According to whether there is a neutral mechanism involved in, theshareholder discouraging procedure divides into internal shareholder discouragingprocedure and external shareholder discouraging procedure.The firth chapter is the expulsion of the follow-up problem. After the expulsion ofshareholder, according to the principles of capital determining, the removed expulsion cantake the way of drawing to disposing its equity. After that, shareholders need to fill capitalor reduce caption. If the company reduce caption, it should take measures to protect thecreditors.The third part is the sixth chapter. This part mainly summaries this article.