Research On The Shareholder Delisting System Of Limited Liability Companies In My Country

Article 17 of the Provisions of the Supreme People's Court of China on Several Issues Concerning the Application of the Company Law of the People's Republic of China(III)in2011(hereinafter referred to as the Judicial Interpretation of the Company Law(III))stipulates the delisting system for shareholders of limited liability companies,but its provisions on the specific reasons for delisting,the procedures for delisting and the legal consequences for both parties after delisting are too principled.There are more and more cases of delisting shareholders in limited liability companies,but there are many problems in the application of this system in our judicial practice,which fails to give full play to the role of this system.Based on the current situation of the delisting of shareholders in limited liability companies in China,this paper puts forward some countermeasures to improve the delisting system of shareholders in limited liability companies in China by means of literature analysis and comparative analysis.This paper is divided into the following four parts:The first part discusses the basic theory of shareholder delisting system of limited liability company in China.This part defines the concept of shareholder delisting and the legal attributes of shareholder delisting right.Then it introduces the legal basis of shareholder delisting system.Finally,it discusses the functional value of shareholder delisting system in limited liability company from three perspectives: protecting the overall interests of company and other shareholders,safeguarding the security of company assets,and resolving the deadlock of the company.The second part concludes the current situation and existing problems of shareholder delisting system in limited liability company in China.Firstly,this part introduces the legislative status of the delisting system in China.Secondly,it sorts out the judicial status of the delisting system by studying the cases related to the shareholder delisting in recent three years.Finally,it analyses the specific problems of the shareholder delisting system in limited liability companies from three aspects: substantive elements,procedural elements and legal consequences.The third part studies the different provisions of the shareholder delisting system in other countries and gives some enlightenment to our country.Starting from the legislative development and judicial practice of delisting system in Germany,the United States and Japan,this part makes a comparative analysis of the similarities and differences of the delisting system in the three countries,and finally draws a conclusion that the delisting system in China should follow the principle of balance of interests,expand the reasons for de-listing and strictly standardize the de-listing procedure.The fourth part puts forward some suggestions to improve the shareholder delisting system The fourth part puts forward some suggestions to improve the delisting system of shareholders of limited liability companies in China.In terms of substantive requirements,first of all,it is clear that the delisting system will lead to the legal consequences of depriving shareholders' identity.If there are other remedies,delisting is not the only way.Secondly,the delisted shareholders need not have subjective fault.Finally,improving the delisting system should also expand the delisting reasons,including expanding the delisting reasons prescribed by law and allowing the articles of association to stipulate the delisting reasons.In terms of procedural elements,before taking delisting measures,it needs to urge the delisted shareholders to fulfill their obligations.The period of reminding should be no less than one month.If the delisted shareholders still fail to fulfill their obligations,the company has the right to delist them in the form of a resolution of the general meeting of stockholders.Excluding the voting rights of the delisted shareholders,the resolution of the general meeting of stockholders shall take effect by voting on the delisting resolution adopted by more than two-thirds of the other shareholders present at the meeting.As far as the legal consequences are concerned,the shareholder qualification of the delisted shareholders has been lost,but they still enjoy the property right to its capital contribution and bears due responsibility to the company,other shareholders and creditors.For a company,it should properly dispose of the equity of the delisted shareholders and go through the formalities for the change of industrial and commercial registration in time.