The Construction On Deprivation Of Shares Of Limited Liability Company In Our Country

The deprivation of shareholders system is that shareholders violate the articles of association of the company.The shareholders don't pay the capital on time or refuse to pay the capital contribution.The company can relieve the shareholder qualification.he main rule of the deprivation of shareholders is the company.The system has the characteristics of punitive,coercive and procedure etc.Controversy exists on the deprivation of shareholders and the expulsion of shareholders.Acadmia circle focus on the expulsion of shareholders instead of the deprivation of shareholders.In order to justify the deprivation of shareholders,the author attempts to introduce the connotation of the expulsion of shareholders to clarify their relationship.It also can highlight the value of the deprivation of shareholders system.the expulsion of shareholders system originated in Germany.With the exploring of the expulsion of shareholders system in German law,This paper found the system is made to protect the company's people closing.The two systems have difference in the premise,the resolution authority,procedures and legal effect.The Article 7 of "Certain rules of Sino-foreign joint venture contribution of relating to the parties to the joint venture",the Article 9 of Partnership enterprise law" and the Article 17 of" Company law judicial interpretation(three)" has a similar design to the deprivation of shareholders system.However,by the detailed analysis in this paper,these provisions are not typical sense of loss the deprivation of shareholders system.The system can enrich the company capital security,effectively protect the interests of other shareholders and improve corporate governance structure of the company.The implementation of the new "company law" amendment delete the requirements of minimum registered capital in limited liability company.This does not mean that the subscription of investors do not have to bear the responsibility of capital contribution flaw or the legislation can't incorporate deprivation of shareholders system.On the contrary,in the situation that credit system in China is not perfect.the deprivation of shareholders system is more suitable.Based on the special status of the Article 17 of "Company law judicial interpretation(three)",this paper mainly discussed the differences of the Article 17 and the deprivation of shareholders system in application premise,the resolution authority and legal effect.At the same time,the existing system of liability of defective capital contribution of shareholders are not punitive.The introduction of the deprivation of shareholderssystem is bound to increase the illegal cost of defective shareholders.Finally,this article put forward the proposal on the construction of the deprivation of shareholders system from the entity and the procedure.