The Shareholders Of The Limited Liability Company Shall Be Subject To Study

The system of shareholder expulsion refers to the ability of the company to deprive the shareholders of a particular cause by a specific procedure when a particular cause appears.The system was originally originated from the company,in order to maintain the company's human nature.The limited liability company has capital characteristic,but also has the human nature,the contradictions and conflicts between shareholders during actual operation can hardly be avoided in order to solve the trust crisis,between shareholders,excluding the impact of the "dissidents" minority majority shareholders to build trust relationship,allows the company to operate in an orderly,many countries are going to shareholders delisting system applicable to limited liability company.However,the deprivation of shareholder qualification is the highest punishment for shareholders,so there should be strict restrictions on the conditions of application,otherwise the abuse of rights will be caused.As the core and precondition of the removal system of shareholders,the determination of its applicable standards is of great importance to the effectiveness of the system of shareholder expulsion.In 2011,our country introduced the company law interpretation(three)for the first time to establish the system of shareholder removal,which has filled the blank of the previous law and has certain value.But for the provisions of expulsion is limited to non investment and withdraws the contribution of all the two kinds of legal reasons,the scope is too narrow,is too harsh,and the articles can not make provisions stipulated expulsion,it is difficult to meet the needs of practice,is not conducive to the company autonomy and judicial judgment.In order to better play the expulsion system in solving the crisis of the role of shareholders,based on the concept of expulsion of legal analysis,combined with the provisions for the expulsion of foreign countries,based on the existing reason of lack of legislation and judicial practice problems and analysis,drawing on advanced foreign legislative experience,to China's expulsion appropriately broadened,provide feasible suggestions for perfecting the system of shareholder's expulsion.This thesis consists of three sections:The first part analysis the concept of expulsion,by comparing with other means to resolve the company deadlock,analysis advantages of shareholder expulsion system,and expulsion as the core and prerequisite of the expulsion system,it is necessary to establish standards clearly.Secondly,it analyzes the establishment criteria of the reasons for delisting.Lastly,it determines the scope based on the establishment of standards.It is clear that the reasons for removal should include legal causes and reasons.The second part through the interpretation of the "company law interpretation(three)",and the reasons for the status of the legislative analysis.Combined with specific cases,it analyzes the existing problems in judicial practice,and discusses the shortcomings of the provisions of shareholder's delisting in China.The main reason is that the scope of legal matters is narrow,the operability is not strong,and the reason is not established.The third part puts forward legislative proposals for the improvement of the reasons for delisting.In view of the narrow scope of the legal matter and the low operability,it advocates that we should appropriately expand the scope of violation of the obligation to invest,and introduce the duty of breaking the law into the legal cause.In view of the fact that the meaning of the incident is not established,it is a supplement to the legal cause,and a certain limit is made to the cause of the decision.