A Legal Empirical Analysis And Theoretical Study On Shareholder Expulsion System

As an important part of shareholder withdrawal system of Limited Liability Company,shareholder expulsion can perfect the original shareholder withdrawal system and conflict resolution system of inner relationship in company,and protect the interest of company and its shareholders in maintenance of organization continuance.Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the "Company Law of the People's Republic of China"(?)has established expulsion rule of shareholder in certain circumstance from a perspective of law application,however,the design of its specific provisions is failing to perform all the capital contribution.The essay will interpret judicial thinking in the manner of empirical analysis,the implementation of expulsion rule of shareholder will be evaluated from aspect of overall statistic,the applicable reasons,the applicable procedure and litigation procedure,it is found that expulsion rule of shareholder has been actively implemented.Meanwhile,shareholder expulsion system in Germany,buy-out system and shareholder expulsion system in USA can be references to perfect corresponding system in PRC.Based on aforesaid discussion,the essay will give a further analysis,expulsion rule shall be only applicable to Limited Liability Company.The impact of capital subscribed system on serious violation of capital contribution obligation shall be considered in the reasons of expulsion,meanwhile the autonomy of Article of Association(“AOA”)for formulating other expulsion reasons shall be permitted.As for expulsion procedure,the role of pre-procedure correction shall be paid to attention,the voting right of the shareholder to expulsion shall be removed from the expulsion resolution,where the standard of voting rules shall be improved.And the path “the reasons as prescribed in the AOA-compulsory equity transfer-deprivation of certain shareholder's qualification” may be a beneficial supplement of expulsion.Chinese courts can intervene in expulsion resolution by only giving the right of shareholder to expulsion to lodge complaint of defective resolution effectiveness.