As a solution to the conflict of interest between the company and the shareholders,it is necessary for the system of shareholder expulsion to balance the relationship between the interests of the company and the interests of shareholders.On the one hand,when a shareholder has an adverse effect upon the existence of a company,the company as a corporate legal person should have the right to expel him out in order to safeguard their own interests.In view of the value of efficiency requirements among commercial law,the law needs to acknowledge this kind of right of the company and to protect it.On the other hand,the result of shareholder expulsion is that the qualification of shareholders has been forcibly deprived of,which makes shareholders lost a variety of interests based on the qualification of shareholders,which is extremely severe.So it is indispensable for the law to impose strict restrictions on the behavior of shareholders to remove the name to prevent the system of shareholder expulsion from becoming a tool for the company to violate the rights of shareholders.Therefore,it is significant for legislator to know how to restrict shareholder expulsion scientifically and reasonably and to realize the balance between the interests of the company and the interests of shareholders,which is the core of the legal system of shareholder expulsion.Now,it is necessary to study on the legal system of shareholder expulsion from the four aspects of the general theory,the scope of application,the applicable procedure and consequences of the shareholder expulsion.Because of the lack of the legal concept of shareholder expulsion,exploring the theoretical definition is the prerequisite and basis for the study of the system of shareholder expulsion.Based on the comparison and analysis of different scholars’views,we can consider shareholder expulsion as a means of self-protection when a shareholder has an adverse effect upon the existence of a company.Therefore,the type of shareholder expulsion can be divided into two categories depending on the reason for the removal,respectively,punitive shareholder expulsion and terminating shareholder expulsion.There have been formed a variety of theories in order to prove the legitimacy of shareholder expulsion.In my opinion,the theory of community autonomy is more reasonable because it can balance the conflict of interests between shareholders and the company better than other theories.But it is not enough,in order to translate this theoretical level into reality,we also need to know the two functions of the system of shareholder expulsion,respectively,enterprise maintenance and protection of the expected benefits of the expelled shareholder.After understanding the general theory of the system of shareholder expulsion,it is necessary for us to do a further study of its scope of application.First of all,we should abandon the prevailing view that the type of company that can apply the system of shareholder expulsion is limited to limited liability companies.It would be the right choice to determine the type of company that would apply the system of shareholder expulsion to a closed company.Secondly,we should learn from the practice of Germany,that is,to take the legal provisions and the provisions of a combination of rules to determine the scope of the reasons for the removal of shareholders,and to determine the criteria for the subject matter of shareholder expulsion based on the different characteristics of punitive shareholder expulsion and terminating shareholder expulsion.However,in order to ensure that the specific content of the system of shareholder expulsion can be effectively achieved,we also need to build a reasonable application process.The procedures for the system of shareholder expulsion should be impartial and neutral in resolving the conflict between the company and the shareholders.On the one hand,in order to protect the basic legitimate rights and interests of the expelled shareholder,it is necessary to construct a special pre-relief procedure to provide a reasonable remedy for the expelled shareholder.We also need to make clear the remedial period,the manner of the reminder,and the arrival criteria of the notification in order to enhance the operability of the prerequisite relief process and to avoid the mere formality.On the one hand,in order to protect the efficiency of the company,it is necessary to set a reasonable voting mechanism for the resolution of a shareholders’ meeting that expelled a shareholder.The voting benchmark shall apply the principle of capital majority,and the proportion of votes should be determined as a special majority decision.In addition,the expelled shareholders may not exercise their voting rights in the resolution of the shareholders’meeting to prevent the majority shareholder from being removed.The legal consequence of resolution of shareholders’ meeting on shareholder expulsion is that shareholders lose their qualifications and thus lose stock rights and the expected benefits attached to them.However,the company shall return expelled shareholders’ contribution to the company.If the resolution appears defective,it will be invalid and the company should compensate the shareholders for their loss. |