Discussion On Theory Construction Of Shareholder Expulsion For The Limited Liability Company

The shareholder expulsion system is an important system to resolve the company deadlock, which not only leads to loss of shareholder qualification, but also affects the change of the company’s internal organizational structure and corporate capital. In February 16, 2011, the Supreme People’s Court promulgated "the company law judicial interpretation(3)", for the first time the provisions of expulsion of shareholder in limited liability company( referred to " LLC") in China. However, the form of a single text of the provisions of the shareholders general removal system is not sufficient to provide clear guidance to judicial practice. Therefore, it is necessary for LLC to build the perfect shareholder expulsion system.In this paper, the first part firstly analyzes the basic theory of the expulsion of shareholder and the system value. It mainly includes the follow contents: the person joint of LLC, community autonomy theory, corporate contract theory, and the theory of economic benefits. Based on the above theory, we confer the function value of the shareholder expulsion system in LLC, it is mainly reflected in three aspects: one is beneficial to maintain the capital of the company; the two is to protect the legitimate rights and interests of shareholders of the program; the three is to resolve the company deadlock and effective.The second part is the reason to define shareholder expulsion reason. It mainly includes the follow contents: through analyzing the subject of the expulsion of shareholders for the legislative mode, it is defined that we should adopt "Generalization and enumeration". In the search for the cause of expulsion of uniform standards, the liability for breach of contract and tort liability theory from the perspective of the theory of shareholders, the serious breach of contract and serious violations are taken into consideration. Based on the typical cases, we further clarify the cause of expulsion: refuses to perform the obligation of capital contribution, take out the capital contribution, breach of duty of prohibition of business strife, economic crime on its implementation.The third part mainly regulates the legal procedure of shareholders of LLC. It mainly includes the following contents: the right of the expulsion of shareholders belongs to the company, the expulsion resolution is made by the shareholder expulsion in the form of resolution. Before the expulsion of shareholder, it must conduct the pre-procedure. Within 30 days, if "the unfaithful shareholder" is still not urged to fulfill its obligations, the company can hold shareholders’ meeting to shareholders resolution, it holds by more than 2/3 of shareholders voting rights,except the voting right of the expulsed shareholders.The fourth part discusses the legal consequences of expulsion of shareholder and judicial remedies. It mainly including the follow contents: when the shareholders’ meeting forms, the shareholder qualification be lost in force. Accordingly, the expulsed shareholder obtains the reasonable value of investment. On the disposal of equity expulsion of stockholder, two kinds of disposal methods for equity is precedence order. The expelled shareholder equity disposition, time sequence is defined. From the empirical point of view, the expelled shareholder legal remedies, mainly involves two situations: one is the expulsion resolution which is not at the time of the legal remedy improper fulfillment of obligations, the other is the company refuse to buy the equity.