Research On System Of Expulsion Of Shareholder Of Limited Liability Company

Theoretically speaking,the Limited Liability Company,that is the most important form of economic organization in the modern market economy,is one of the capital joint ventures,but it also has a strong nature of person joint,or we can say the person joint of the company is more important than capital,so it also has "closed"characteristic in a certain degree.When a shareholder undermines the basis of trust between shareholders,the company's human nature will be destroyed,and even be corporation deadlocked and unable to extricate themselves.In order to solve this problem,Western developed countries create the expulsion of shareholders,which plays an irreplaceable role in solving the crack of person join and maintaining the company's human nature.Unfortunately,Company Law of the People's Republic of China has not introduced the legal system until the enacting of Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(III).Article 17 of the Act is considered to be the beginning of the establishment of the expulsion of shareholders in China by many scholars,but there are still many disputes with this argument.However,the article is not complete in the construction of the rules of expulsion of shareholder at least,and it is faced with many difficulties in practical application.he lack of the system blocks the pipeline which can resolve the company's own internal contradictions to a certain extent,also leads to the lack of uniform court referee criteria on the issue that whether to allow companies to expulsive a shareholder and how to expulsive.Aiming at the shortcomings of the expulsion of shareholders of China,this paper uses the comparative research method to analyze and compare the legal system of some typical foreign countries,and then puts forward some constructive opinions on the construction of expulsion of shareholders.The full paper is divided into six chapters,the specific content is as follows:The first chapter begins with an example of the effectiveness of the resolution for explusing a shareholder of the limited liability company.The example shows that our country has not made clear legal rule on the high dispute in the judicial practice.The lack of uniform referee criterion and unified view leads to different result of sentences in the same case.Through the above discussion and then lead to the issue of expulsion of shareholders;The second chapter introduces and analyzes the theories of legitimacy of the expulsion of shareholders from three aspects:"the theory of person's coherence","contract theory" and "community theory".Any one of the theories is difficult to act alone as the legitimate basis of the expulsion of shareholders.Finally,the author absorbs the advantages of various theories,and made a complete and sufficient theoretical interpretation of the legitimacy of the expulsion of shareholders;The third chapter takes the article 17 of Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(?)as the object of study,analyzes the shortcomings of the expulsion of shareholders which acts as the beginning of the system in China from the three aspects of expulsion causes,de-procedure and de-result,and draws the conclusion that it is difficult to bear the responsibility of the expulsion of shareholders.Using the comparative method as the main research method,the fourth chapter chooses the expulsion of shareholders in the United States,Germany,Japan and Russia as typical case to analyze and compare their similarities and differences.Then,based on the needs of judicial practice in our country,the fourth chapter summarizes the useful experiences which can be used for reference from the three aspects which include that causes of expulsion?procedure of expulsion and result of expulsion.The fifth chapter elaborates on the idea of constructing the expulsion of shareholders of limited liability company in our country.In the case of causes of expulsion,the author proposes to adopt the practice of the developed countries to classify it into legal causes of expulsion and stipulated causes of expulsion,which reinforces the predictability and maneuverability of the legal norms and gives the company a certain right to autonomy.In the case of procedure of expulsion,the author puts forward constructive opinions on perfecting the procedures for perfecting the expulsion of shareholder in our country from the four aspects which include the pre-procedures?decision rules,excluding "centrifugal" shareholders voting rights,the establishment of the litigation for revoking decision.Finally,the author puts forward suggestions for perfecting the aftermath of the company from the disposal of the capital of the company and the right of claim of the expulsed shareholder.The last part is a summary of the full text.In this part,the author summarizes the viewpoints of this article,and demonstrates the necessity of perfecting the expulsion of shareholders in China from the perspective of the reform of subscription capital system.Meanwhile,the author expects more scholars to devote more energy to study the expulsion of shareholders,and put forward more useful legislative proposals.