Study On The System Of Shareholder Delisting

If the shareholders of a limited liability company fail to fulfil their investment obligations or evade all their investment,what regulations or penalties should they be subject to? In this regard,our country has clearly stipulated in the Explanation(3)of the Company Law,which stipulates that "the shareholders of a limited liability company fail to fulfil their investment obligations according to the requirements,or evade all their investment,and are urged to pay or return by the company." If it has not been implemented within the prescribed time limit,the company may disqualify its shareholders by convening a resolution of the shareholding,which the people's court should support.Up to now,this law is the first judicial interpretation issued in China concerning the issue of deli sting shareholders.With the introduction of the interpretation of company law(3)and its implementation in practice,the courts can have the corresponding legal basis to support the trial of such disputes.However,the content of this law has not been concretized in terms of provisions,which leads to the weakening of its feasibility in practice.This paper combines the research needs to sort out the cases of shareholder delisting disputes,and carries out corresponding analysis,and finds that the disputes about shareholder delisting disputes involve a wide range of issues,including whether the Expulsion matters are legal,whether the Expulsion procedures are legitimate,whether the voting mechanism is reasonable,and so on.These disputes are still relatively vague,that is,they have not been clarified.Therefore,China urgently needs to improve the shareholder delisting system,provide a new way to protect the rights and interests of companies and shareholders,and provide legal basis for judicial trials.In view of the absence of the concept of shareholder delisting legislation,we need to explore its theoretical definition,which is the premise of the study of the whole shareholder delisting system,but also an indispensable basis.According to many scholars' viewpoints,the so-called shareholder delisting refers to the legal means of Expulsion shareholders based on the objective damage to the interests of the company caused by the delisted shareholders,and it has alreadyconstituted a legally recognized reason for Expulsion,in order to effectively protect the interests of the company,according to the legal provisions.Obviously,the reasons for Expulsion are often different.Accordingly,the Expulsion of shareholders can be divided into two categories,namely,punitive Expulsion and terminative Expulsion.In the aspect of proving the legitimacy of the shareholder delisting system,the theoretical circles have carried out corresponding research from various perspectives and formed more theories on this basis.Relatively speaking,the theory of community autonomy is more feasible in grasping the balance between corporate interests and shareholders' interests,for which it is considered as the most reasonable related theory.However,it is not enough to prove the legitimacy of the shareholder delisting system only from the theoretical level.The question raised here is whether the legitimacy of the theoretical level can be equated with whether it can really be translated into reality.This involves the need to clarify the main institutional functions of the shareholder delisting system,which can be summed up in two aspects,that is,to provide security support to maintain the company's survival,and to ensure that the expected interests of the delisted shareholders can be effectively protected.After understanding the theory related to the shareholder delisting system,we need to explore its scope of application.Firstly,which kind of company can apply the system of Expulsion shareholders,we should adopt the standard of division between closed company and open company to clarify,and think that closed company is the type of company that applies the system.Secondly,it explores the scope of application of shareholder delisting,which is more mature and reasonable in Germany.It takes the combination of statutory and intention to determine the scope of shareholder delisting.At the same time,it clarifies the criteria for determining the reasons of shareholder delisting.Our country can learn from the German practice.It is also very important to pay attention to the construction of a reasonable application procedure,which is related to whether the above contents of the shareholder delisting system can be realized.When applying the shareholder delisting system,it is necessary to ensure that the corresponding procedures can reflect the neutral characteristics,and do not appear to favor the interests of the company or shareholders.In addition,in order to prevent the paradox that the major shareholders can not be delisted,the Expulsion shareholders can not violate the voting avoidance principle in the Expulsion resolution.This paper mainly studies the Expulsion system of shareholders,and carries out corresponding research from four aspects.Thecontents of each part can be summarized as follows:The first part is mainly about theoretical elaboration.In this part,we first define what is the shareholder delisting system,and at the same time introduce the characteristics of the system and the corresponding theoretical basis.Then,it makes an in-depth analysis of the functions of the shareholder delisting system.The second part mainly discusses the current situation of shareholder delisting system at home and abroad.Firstly,it combs the Expulsion system of shareholders adopted by various countries and finds that the foreign system is more advanced by comparison,which provides a reference for the study of our system.The third part mainly elaborates the shortcomings of the Expulsion system of shareholders in China.At present,the scope of application of the relevant judicial interpretations on the Expulsion of shareholders is relatively narrow.In judicial practice,there are also phenomena of different judgment results in the same type of cases.The fourth part mainly elaborates the suggestions to improve the Expulsion system of shareholders in our company.The specific improvement of shareholder delisting system involves many details.To further clarify the system of shareholder delisting,which is very clear in the ultimate purpose,aims to solve some problems in the practice of company law reasonably,and to provide reference support for improving the system of shareholder delisting in China.