Study On Expulsion Of Shareholders From A Limited Liability Company

Based on the nature of human resource integrity of limited liability company(LLC),the foundation of trust and cooperation between the shareholders is essential to the development of the company.However,this inherent nature also inevitably gives rise to internal contradictions and conflicts.How to effectively resolve the problem between shareholders,especially when a malicious shareholder caused great damages to the trust between shareholders,the interest of the company,the operating objectives...,or even resulted in company deadlock,has been a tricky question in different countries.The company law of China divides the relief approaches into three,equity transfer,equity repurchase and judicial dissolution.While equity transfer and equity repurchase means that the faithful shareholders have to leave the company which they so painstakingly built up,so they should be very much the last resorts.Judicial dissolution means that the company itself will cease to exist,which is a kind of crash and burn.These relief approaches will do harm to the faithful shareholders,the company and even the whole market.Shareholder expulsion system offers an effective solution to this dilemma,with unparalleled superiority.It goes directly to the relationship between shareholders and expels the "exotic"shareholders from the company and deprived their qualifications through legal procedures.This is conducive not only to the settlement of trust crisis,but also to the orderly operation of the company.This is a way to maintain the interests of the company to the greatest extent.This thesis is divided into five parts.The first part introduces the concept and theoretical basis of shareholder expulsion system;the second part focuses on the judicial research of shareholder expulsion;the third part,the causes of expulsion;The fourth part,the procedure of expulsion;the fifth part,the legal effect of expulsion.The first part mainly introduces the concept and the theoretical basis of shareholder expulsion system.This paper justifies the legitimacy of shareholder expulsion from the perspective of corporate capital system,person joint theory,faithful duty and law and economics analysis and shows the irreplaceable value of shareholder expulsion.The second part reviews the judicial status quo of the shareholder expulsion system in our country by selects related judicial judgments as samples and analyzes the main profile of law suits and courts' standpoint of shareholder expulsion.Then summarizes the existing problems and clarifies the necessity of perfecting the shareholder expulsion system.The third part points out the applicable conditions of shareholder expulsion system of LLC and states that it should be the last means to solve company deadlock problem.On the basis of drawing on the experience of German law,the applicable causes can be divided into statutory causes and agreed causes.Meanwhile,the restrictions of the agreed causes are also ruled to prevent from abusing the shareholder expulsion system.The fourth part mainly discusses the procedure of shareholder expulsion and divided it into resolution procedures and remedial procedures.It is proposed that shareholder expulsion system should be initiated after exhausting internal remedies and discusses the specific voting rules of shareholders' meeting,and then provides a relief procedure as a supplement to better protect the interests of the expulsed shareholder.The fifth part illustrates the legal effects of shareholder expulsion on expulsed shareholders which included the loss of identity and the disposal options,and points out that the expulsed shareholder should bear responsibilities for the creditor for the purpose of balancing the interests of the parties inside and outside the company.At last,it proposes that the company should complete the industrial and commercial registration of changes immediately.