A Study On The System Of Shareholder Expulsion Of The Limited Liability Company

In order to maintain the human joining of limited companies,the system of shareholder expulsion of the limited liability company will expel the shareholders who seriously disrupt the operation and management of the company from the company.And It has a unique advantage in resolving internal contradictions,repairing cracks in shareholder trust,and cracking corporate deadlock.Countries such as Germany and the United States have already formulated quite perfect legal norms in accordance with the characteristics of their own laws.However,China's "Company Law" has undergone three major reforms,but there is no mention of the system.Only in Article 17 of the Judicial Interpretation of the Company Law(III),the system of shareholder expulsion of the limited liability company is stipulated.Moreover,it is extremely rough in terms of many important issues such as the reasons of expulsion,applicable procedures,the consequences of expulsion and relief approaches,and cannot meet the needs of judicial practice.Coupled with the lack of supporting legal system,the judge has absolute discretion in the trial of shareholder expulsion disputes,and is heavily involved in the subjective will of the individual,resulting in an lots of different judgments in similar cases.In 2013,the “Company Law” carried out large-scale revision and reform,and formally established the subscribed capital system.Since then,the establishment of the company no longer has any capital restrictions.Shareholders can freely agree on the method and time limit for capital contribution in the articles of association,and “one yuan can set up a company” becomes a reality.From the strict system of paid-in in 1993 to the limited system of paid-in in 2005,and the full subscribed capital system in 2013,China's capital payment system has undergone tremendous changes,which will reduce investment barriers,stimulate market economy,and promote the national economy.However,the establishment of the subscribed capital system is undoubtedly worse for the shareholder expulsion system,which already has many problems.The shareholder expulsion system is facing a new round of challenges.Under the premise that the company creditor has lost the guarantee function of the company's registered capital,if the company can expel the shareholder trusted by the creditors with its own will,how to balance the conflict of interest between the creditor and the company? If the shareholder's capital contribution period has not expired,and the company needs the funds to carry out business maintenance urgently,at this time,if the shareholders do not agree to pay the capital contribution in advance,can the company exercise its power of expulsion and deprive its shareholders? China has fully implemented the system of paid-in investment by installment.Under the circumstances that the shareholders owe part of the capital contribution and withdraw some shares,can the company remove the shareholder? For these problems,the author wants to explore a more fair and reasonable solution from the legislative practice and the original legal system in China.And by studying the relevant legislation of the foreign shareholder expulsion system,we can learn from the beneficial experience of foreign countries,especially the civil law countries.Combined with China's national conditions,I tried to put forward suggestions for improving the design of the shareholder expulsion system.