Research On The Exclusion System Of Non-listed Company Shareholders

The exclusion system of shareholders' voting rights means that when the matter voted at the shareholders' meeting has an interest in shareholders,the voting rights of the shareholders are excluded.The system aims to protect the interests of small and medium-sized shareholders and the interests of the company from being harmed,becausewhen shareholders have a stake in the voting,we cannot hope that the shareholders can still exercise their voting rights for the benefit of the company.The exclusion of interested shareholders' voting rights is particularly important.However,the design of the system in China is still not perfect.Only Article 3,paragraph 3,of the Company Law stipulates exclusion of voting rights when guarantee is relatedwith the shareholders.Besides,somenormative documents of Securities Supervision Commission stipulate the exclusion of shareholders' voting rights for the listed company.The system for non-listed companies still needs to be improved.This paper is divided into six parts.In addition to the first part of the preface and the last part of the summary,the middle four parts have made research and given suggestions on the voting rights exclusion system of non-listed companies.The first part is the overview of exclusion of shareholders' voting rights.Firstly,the paper defines the concept of the exclusion system of shareholders' voting rights.Then,I elaborate the significance and theoretical basis of this system.Finally,I explain the value of the system.The second part is about present situation and analysis of the defects of the system in China.Firstly,Ianalyse and enumerate provisions in legislation.Secondly,I illustrate someproblems in practice with examples.The third part is about the exclusion system of shareholders' voting rights beyond the borders.By studying German and Japanese legislation,Isort out the parts that can be used for reference in our country.The last part gives some suggestions to improve shareholder' voting rights exclusion system in our country.It includesfour aspects: scope of application,subject of application,applicable procedure,judicial remedy.