Research On Dissolution Of Shareholder Qualification In Limited Liability Company

As one kind of social group with remarkable person joint,once individual shareholder has serious damage to the relationship of trust between shareholders or other "problem" that seriously endanger the interests of the limited liability company,what means are used to eliminate the "problem" is an important choice concerning the normal operation and development of the whole group.By contrast,it is a more reasonable and economical way for other shareholders to "expel" the "problem shareholder" from the company.And this kind of way is what is called dissolution of shareholder qualification.On the basis of discharged of rights and expulsion of shareholders,the company law explanation(3)article 18 established the system of dissolution of shareholder qualification(there are also scholars and judicial practice staffs called it discharged of rights or expulsion of shareholders),and the specific content of the system is stipulated.The author finds that although the system of dissolution of shareholder qualification has been established and implemented for 7 years,the views of the theoretical researchers and practical staffs on the system are still full of contradiction.According to the proverb: the vitality of the law lies in its implementation.It is precisely because of the problem that the dissolution of shareholder qualification has that it has seriously influenced the function of the system to serve the judicial practice.This article mainly consists of 4 parts:The first part mainly by comparing the four ways to solve the internal deadlock of the company: "problem shareholders" voluntarily withdraw from the company in order to eliminate the danger that his behavior or changing-factors that cause serious damage to the trust relationship between shareholders or the interests of the company as a whole?other shareholders of the company expel the "problem shareholders" from the company under the guidance of certain rules?to investigate the liability of "problem shareholders" for breach of contract or damages?dissolution of the company,analyze the strengths and weaknesses of each solution,and find that only the "problem shareholder" expulsion rule is the most reasonable economic solution.At the same time,we can see that there is a natural consistency between discharged of rights and expulsion of shareholders,both in terms of the purpose of the system,the applicable conditions or the applicable legal consequences.Therefore,as long as we look at it from a reasonable point of view,we can combine the two to establish a more powerful system,that is dissolution of shareholder qualification.The second part,the establishment of each kind of system must have certain justifiable basis,and the establishment of dissolution of shareholder qualification is the same.This part introduces three kinds of theoretical basis about dissolution of shareholder qualification:community penalty or group discipline ? principle of legality? the theory of contract,and analyzes the advantages and disadvantages of each theory.And lays the groundwork for the innovation of the fourth part of the article.The third part,using "discharged of rights","expulsion of shareholders" and "dissolution of shareholder qualification" as the key words to search the database to finish a systematic empirical study on dissolution of shareholder qualification,which has been established and implemented for up to seven years in China.It is found that dissolution of shareholder qualification has some confusion in the judicial practice of our country,in which the applicable standards are not uniform.And from the angle of combination of theory and practice,this paper analyzes the serious defects in the theoretical basis,the applicable situation and the application of specific standards of the current dissolution of shareholder qualification in our country.The fourth part,through the critical analysis of the previous parts,this part attempts to reconstruct dissolution of shareholder qualification in China.That is,the theoretical basis of dissolution of shareholder qualification lies in the transfer of shareholders' rights?company may disqualify shareholders on the basis of statutory or agreed causes and general reasons?the resolution to disqualify the shareholders shall be based on the consent of the remaining voting shareholders of more than 2/3?disqualified shareholders do not have the right to vote at meeting?the income corresponding to the shares of disqualified shareholders cannot be deprived of,and so on.In order to rationalize dissolution of shareholder qualification,and help the perfection of our company law system and the development of judicial practice.