Research On The Legal Restrictions On The Exercise Of The Shareholder's Delisting Right In My Country

The right to remove the shareholders is an important system in the company law of our country.In preventing the intensification of internal conflicts in the company,ensuring the long-term survival and development of the company,and safeguarding the interests of other shareholders,it plays an irreplaceable role,but there are also some problems in the process of shareholders' expulsion.In practice,the rights of the shareholders to remove names are vested in the company,but the shareholders'right to remove the names is exercised by the company's power institutional shareholder meeting.Because of the small number of shareholders of the limited liability company and the relatively concentrated ownership of the shares,the shareholders of the company have the distinction between controlling shareholders and small and medium shareholders.Under the premise of substantive rules and procedural rules of the shareholders' expulsion rights system,the controlling shareholders often use their majority voting rights to operate the shareholders'meetings,and to eliminate the medium and small shareholders by improperly exercising the shareholders'expulsion rights and infringe on the legitimate interests of the small and medium shareholders.This article systematically analyzes the legal restrictions on the exercise of expulsion rights of shareholders of a limited liability company and consists of four parts except for the introduction and conclusions.The first part:"The Logical Basis of Constructing the Limitation System of Shareholders' Right to Remove Names".Firstly,based on the definition and doctrine of the expulsion of shareholders,this paper analyzes the ownership rights,exercise methods and the nature of rights of the shareholders' expulsion rights,and proposes the company contract theory and company association theory;then discusses the urgency of perfecting the shareholder rights system,and points out the shareholders'expulsion.There are many problems in the application process of rights system.Finally,the necessity of perfecting the system of shareholder rights is explained.It is pointed out that the limitation system of shareholder's right to remove the name is to prevent the imbalance between the company's overall interests and shareholder personal interests,and to prevent the control shareholder from improperly infringing on the small and medium shareholders.The role.The second part:"The limits of the terms of the shareholders' expulsion clause in thecharter" point out that in practice,the company and the shareholders have disputes over the validity of the same expulsion clause,and the court has different opinions on the validity of such clauses,resulting in the company's The status of the judicial dispute over shareholder disputes;the author believes that the company should follow the principles and purposes of good faith,safeguard the company's overall interest,and focus on protection when setting out the shareholders' expulsion clause in the articles of association.At the same time,it clearly stipulates that the shareholders and the company cannot be dismissed,and the shareholders are not The full implementation of the capital contribution obligations,etc.,as a expulsion clause in the statute,allows for the removal of infringements from the shareholders to the company's overall interests as a expulsion clause in the bylaws.The third part:"Implementation conception of the entity rules for the limitation of the expulsion rights of Chinese shareholders"The author believes that in addition to the name of the cause,foreign legislation should be used for reference,and a combination of generality and enumeration should be adopted.The general clause focuses on setting principles and balance of interests with major issues.At the same time,it expands the enumerated rules and raises the typical expulsion clauses in the articles of association such as shareholders' violation of competition prohibitions and shareholders,violations of corporate assets to the legislative level.Part IV:"Implementation of procedural rules for limiting shareholder expulsion rights in China”The procedural restrictions on the exercise of shareholder expulsion rights are mainly reflected in the shareholder expulsion resolution.The formation of shareholder expulsion resolutions must be subject to a convening procedure,voting procedures,and effective procedures.