Research On Expulsion Of Shareholder Of The Limited Liability Company

Co., LTD evolves from the personal relationship-oriented enterprise such aspartnerships and is strong personal relationship-oriented. Most shareholders of Co.,LTD are both the holders of stock and the company managers. Shareholders’ mutualtrust and sincere cooperation are the foundation for the duration of the company.However, personal dependence and close corporational problems make it hard toavoid conflicts and shareholder withdrawal will be the major issue when theshareholders are no longer Sharing the single dream and cooperation with each other.Shareholder withdrawal mainly embraces equity transfer, share repurchase, judicialdissolution of the company and expulsion of shareholders. The company law revisedin2005stipulates and perfects the first three items and the judicial interpretation threeof company law formulates two causes about expulsion of shareholder includingfailing to pay capital contribution and withdrawing the contributed capital, whichregulation lack of rules for the implementation. In the meantime, scope of applicationfor shareholder expulsion is very extensive and should not be confined to the twokinds above. Based on the carding of shareholder expulsion theory, the drawing onforeign experience and the analyzing our country’s legislation, judicial situation, thisessay will study shareholder expulsion on system and put forward my own ideas onestablishing shareholder expulsion system.This essay is a composition of three parts, namely introduction, text and epilogue. The introduction part puts forward the realistic need for our country to perfect theshareholder expulsion system and discusses the domestic research on the issue and theresearch content and research methods taking in this essay.The text part is divided into four chapters.The first chapter basic first features the definition of shareholder expulsion andessential characteristic, compares the shareholder expulsion with the other threeshareholders withdrawal systems, reaching the conclusion that shareholder expulsionis irreplaceable. Then from the view of the community theory, company contracttheory the personal relationship-oriented theory and legal economics theory, this essayanalyzes the shareholder expulsion in detail, by which we could know shareholderexpulsion is possessed of theoretical reasonableness.The second chapter mainly discusses the relevant provisions and features of theshareholder expulsion in Germany, United States, Japan and other countries,especially focusing on the evolution and regulation of Germany. In order to peep atthe imperfection in China and serve as a reference for our country, this chaptercompares the provisions of these several countries.The third chapter discusses historical evolution of shareholder expulsion law andthe present situation of the judicial practice and tries to analyze the existing problemsand direction needed to be perfected in. The followings of this chapter refute thebiggest obstacle, named capital credit, for the establishment of shareholder expulsionand analyze the transition of the capital credit to assets credit with the newly revisedcompany law being effective in March,2014.The fourth chapter will establish shareholder expulsion system in China, startingwith fundamental principles, virtual condition, procedural condition and disposal ofremoved equity.The Concluding part is the generalization of the introduction and the text, andexpounds the advocated proposition again.