Analysis On Shareholder Expulsion System Of Limited Liability Company

Shareholder expulsion system has been explored as early as in 2000, but was partly introduced to China until 2011, by "Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China (?)" (hereinafter referred to as the "Company Law Judicial interpretation(?) ". As the existing provisions are too brief, there are many problems and doubts in practice that have not yet been answered. I have read the written judgment of the relevant representative cases, combined with the existing literature research, hoping to find the problems in our judicial practice, to solve those problems,and give advice and opinions on the improvement of our Shareholder expulsion system.This thesis includes three parts: the introduction, the text and the conclusion: the introduction part summarizes the existing problems, the significance and value of the study, literature review, research methods, major innovations and shortcomings and other issues.In the first chapter, I introduce the concept connotation, the system value and the theoretical basis of the system of Shareholder expulsion system, and clarifies the scope and significance of the study. The theoretical basis of Shareholder expulsion of the limited liability company mainly includes the theory of community autonomy, the theory of contract cancellation and the theory of corporate cohesion. Based on the study of these theories, the rational basis of the system can be explored. Second, the system has the value of corporate maintenance, capital enrichment and punishing or warning the dishonesty shareholders. For dealing with the company deadlock and governance difficulties, it plays an irreplaceable role. However,China has not formally introduced the system in a comprehensive and complete manner. The Company Law Judicial interpretation(?) only recognized the validity of the resolution of the Shareholder expulsion under the condition that the shareholder contribute no funds to the company, and the relevant expulsion procedures have not been specified, Leading to the limitation in practice and uncertainty injudicial trial.The second chapter of this thesis analyzes the elements of the shareholders'expulsion from the perspective of substantive law, and puts forward their own viewpoints in the light of the specific cases and the relevant substantive laws of foreign countries. The most important part of the Shareholder expulsion system is the rule of the name of the expulsion, the size of the scope of the name directly determines the scope of application of this system in practice. I agree with the mainstream scholars point of view that only expulse non-funded shareholders is not enough, and China should establish the open system of name, in addition to the list of recognized names, adding the save clause and allow The Articles of Association of the Company make its own agreement. Of course, due to the severity of the expulsion of shareholders, the scope of the agreement and the opening should be limited.The third chapter of this article discusses the procedural issues, mainly around the voting rights of shareholders to carry out this issue. The voting rights of the shareholders' meeting have the most controversy in the judicial practice, and the controversy mainly revolves around the two factors of voting, the rule of exclusion of voting rights and the proportion of votes. Because there is no clear provision in this legislation, there are both reasons to support the exclusion of the voting rights of the expulsed shareholders, and the opposite. The proportion of voting for shareholders also arouse controversy on whether the vote should be based on the number of people or the number of investment. The author discusses the rationality of different voting choices by studying the relevant systems existing in the company law.The fourth chapter of this paper examines the legal consequences of the shareholder expulsion, such as the rights and obligations of the shareholders after being removed, the choice to reduce its registered capital or transfer the share, and the relief of the deceased shareholders. The shareholder expulsion only denial the qualification as shareholder and whether the shareholders should bear the responsibility after the removal, whether the company need to reduce its capital are still problems need to be deal with. Poor arrangement may lead to new problems or risks. Therefore, I believe that China's legislation should also be dealt with the follow-up issues in case of bad consequences such as damage to the interests of creditors, the capital is gap or the abuse of shareholder expulsion system.In the conclusion part, the author reiterates the importance of the shareholder expulsion system to the management of company, and summarizes and reviews the full text from the shareholder's name, expulse procedure, and the legal consequences to make the appropriate recommendations, hoping to make up for the lack of the original legislation or give guidance to the problems arising from judicial practice, to change the existing chaotic situation in judicial practice, and also make the best use of the shareholder expulsion system.