Research On Expulsion Of Shareholder Of The Limited Liability Company

In the organization of the company, a limited liability company is the most common,plays an important irreplaceable role in China’s economic development, which requires a limited liability company on governance should be improved, there are comprehensive response solutions when problems arise to maintain internal order and small companies outside the social order. However, this is not very satisfactory, based on the co-feature of a limited liability company in prominence, cooperation between shareholders based on mutual trust, once outliers shareholders appear, a relationship of trust between the shareholders there will be a crisis, if not handled properly it will affect the company’s development and even existence. For such problems, the current Remedies "Company Law" to be taken mainly in the equity transfer, dissent shareholders repurchase shares, the company judicial dissolution and other systems, but if the remedy as described above, it is possible goodwill shareholders or the company was forced to be expelled unfair outcome dissolution. Looking abroad, many countries devoted to the shareholders delisting system to solve such problems, to good effect,China’s legislative documents in the past, no shareholder limited liability company removed provisions, the new "Company Law" has also seen limited liability company trace removal system, although in February 16, 2011 implementation of the "Law interpretation of the three" Article 18 first relates to the removal of the provisions of the shareholders, but the article only provides for general shareholder limited liability companies delisting system, not only Use case is limited, and almost does not involve specific operating procedures. Judicial practice has gradually there have been many cases of removal, due to lack of legislation led to judicial decisions lack of uniform standards, different co-determination has been uncommon.Comprehensive theoretical and practical urgent need, we recommend shareholders should establish a sound system of a limited liability company removed as soon as possible in our country.This paper includes an introduction, body and conclusion of three parts, in the introduction, introduces the writing background, the background of that is due to lack of national legislation has led to difficulties and foreign companies have established a soundprovision in stark contrast. Significance that compensate for the lack of legislation and judicial practice to provide a unified standard. Secondly, the current research were analyzed.Again, the author through literature research, summarized, comparative studies and other research methods to this system is analyzed systematically, forming a unique innovation of this paper: First, the use of economic theory to enrich the theory of the regime basis; second,improve the system when combined with the new "Company Law."The body of this paper includes four parts:The first part is an overview of the shareholders of a limited liability company delisting system of basic theory. First, a summary of the scholars shareholder limited liability company removed the concept of insight by analyzing and comparing the results summarized concept shareholders delisting. And explain the formation of the right which has a total of usufruct,identity attributes three main legal property. Secondly discusses four theoretical basis supporting shareholder limited liability companies delisting system exists, including corporate autonomy theory, corporate contract theory, the theory of shareholder obligations faithfully,law and economics theory. Then by comparison with similar systems such as equity transfer,the clear necessity of the existence of the system.The second part of the shareholders of a limited liability company in the current situation in China delisting system were analyzed and summed up the problems. Judicial interpretations "nominal" imperfect and not specifically, no data could be found, resulting in actual judicial decisions lack of uniform standards of judgment, different co-determination everywhere, by analyzing the status of legislation and judicial practice to draw the "judicial interpretation beyond legislation, the removal system is imperfect entity, the lack of maneuverability on the delisting system program" and concluding issues.The third part analyzes the extraterritorial provisions of the regime and the Enlightenment. The system in Germany has gone from opposition to acceptance, improve the process, learn to partner dismissal regulations, and practices prior to the Characteristics of legislation. The Japanese legal system also has detailed provisions, mainly on the subject of removal. In the US, shareholders delisting divided into internal and external shareholders’ meeting delisting delisting of judicial decisions in two ways. Through a comparative analysisof the extraterritorial provisions of the system summed up the inspiration for our country: the country to improve the system, the system design shall be based on compliance with national conditions, should improve the follow certain rules.The fourth part of shareholders of a limited liability company delisting system specific Improvement. Perfect entity, improve procedural and legal consequences constitute the entire system. Entity, subject of rights delisting of the company, is the source of the effectiveness of the law and the Articles of Association, the subject removed a "legal" and "chapter given" a combination of modes. On the program, the use of capital majority "general shareholders’ meeting + individual shareholder representative action" mode, expelled by other shareholders of the Company proposes and follows 30 days summon of the premise, to be removed from shareholders’ voting rights excluded by the rules of the shareholders’ resolutions adopted majority decision and the number of combining principle that subsequent equity disposal procedures and judicial relief procedures. Removal disqualification of shareholders consequences appear, but was removed from the shareholders and creditors of the company due compensation and other liabilities were not eliminated.