Reserch On The Expulsion System Of Shareholders In Limited Liability Company In China

Company organization is the microcosmic basis of market economy.The limited liability company is one of the company's important types,and the conflicts of interest within it are inevitable.The shareholders' expulsion system is a prior conflict settlement mechanism in the limited liability company because of its significant human nature,which plays a crucial role in alleviating the deadlock of company and maintaining its survival and development.The gradual modernization of company law,the increasing popularity of concept of ccompany autonomy and the transition from capital credit to assets credit,which all these eliminate obstacles in the establishment of shareholders' expulsion system in Chinese limited liability company.However,Article 17 of Provisions of the Supreme Peoples Court on Certain Issues Concerning the Application of the Company Law of the People's Republic of China(III),which came into effect in 2011,just provides the removal of qualifications rules in the limited liability company from the side,and this does not meet the needs of judicial practice.There are many difficulties in judging the dispute of shareholders' expulsion under the present company law.To a certain extent,even in the same condition,this may also lead to different judgement.This thesis is based on the problems in the judicial practice of shareholders' expulsion in recent years.In order to make suggestions and advice for improvement,the author learned from foreign rules of the expulsion of shareholders and made some considerations on the introduction of shareholder' expulsion system.In addition to the "introduction" and "conclusion",the full text is divided into three parts.Introduction: According to the domestic and foreign research situation,this part introduces the background of the shareholders' expulsion issues,and discusses the practical effects of the establishment and improvement of shareholders' expulsion system on resolving the disunity of judgments in judicial practice and balancing the interests of shareholders and companies.The first part: This part mainly research on the concept,the theoretical basis and the function of shareholders' expulsion.Through the definition of its basic concepts,the interpretation of its theoretical basis and the explanation of its significant value,itcan do the theoretical bedding for following analyzing and solving problems.The second part: This part studies the normative composition of Shareholders expulsion and the Characteristics of expulsion cases.From some typical cases,this part found the problems of expulsion of shareholders in judicial practice.These problems mainly include the strict causes of expulsion,incomplete procedure of explusion and unclear legal consequences of expuision.The third part: This thesis advocates the formal introduction of shareholder'expulsion rules within limited liability companies to respond to the needs of judicial practice.In the entity aspects,it should add the statutory causes of expulsion,give the company space to autonomy,and allow shareholders' exluision can be written into the articles of corporation.In the area of procedure,the procedure of non-judical shareholders should be mainly applied.In some special circumstances where is no provisions,the judicial procedure should also be applied.It is necessary to complete the decision procedure and remedy procedure.In the area of legal consequences of expulsion,the law should make reasonable provisions in evaluating and disposing the expelled shaereholders' equities.Conclusion: The writing of this thesis is summarized briefly.