| Limited liability company is an important type of company organization form in our country,which is the important carrier in market economy.The development of limited liability company is related to the economic development of our country,the employment of millions upon millions of people and is our important economic support.Therefore we cannot allow it to grow free but must let it grow orderly under the legal system.Company Law,as the law carrying the task of maintaining market economic order,is one of the most important regulation objects,which is limited liability company.Shareholder expulsion system is a unique system of limited liability company,which plays an important role in safeguarding the economic interests of the company,punishing the shareholders who violate the obligation and eliminating the dissenting shareholders,etc.The system was first created in Germany,but it was introduced late in China.In 2011,Article 17 of Provisions on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(Ⅲ)(hereinafter referred to as Interpretation of the Company Law Ⅲ)had the shadow of this system.However,there has been a dispute over whether China has established the system of shareholder expulsion in this regard.Article 51 of the Company Law of the People’s Republic of China(Second Review of the Draft Amendment)(hereinafter referred to as the "Draft")and Article 46 before it both mention "loss of right",the dispute about the definition of shareholder expulsion and loss of rights has come back again.This paper considers that Article 17 is the prototype of shareholder expulsion system,and discusses the specific content of limited liability company shareholder expulsion system.In our country,the shareholder expulsion system is not perfect,there are still many problems in its operation.The first part of this paper will give an overview of the shareholder expulsion system,analyze it from two aspects of legislative purpose and concept discrimination,and define the shareholder expulsion and loss of rights,in order to summarize the definition of shareholder expulsion.In the second part,type discrimination and problem analysis will be carried out on the expulsion,which will be discussed in three aspects:entity,procedure and follow-up.The third part investigates and uses for reference the foreign shareholder expulsion system.Chooses civil law system represented by Germany and Japan and Anglo-American law system represented by America.Guided by the problems existing in our country,it researches its system for reference.The fourth part,aiming at the existing problems of our shareholders’expulsion system,Outlines from the entity,procedure and follow-up,clarifying the attributes of expulsion penalty and clarifying the conditions of expulsion in the entity,refining the pre-process voting procedure and identifying the effect of expulsion in the procedure,and balancing the interests of the relief system in the follow-up issues,in order to build a more perfect Chinese shareholders’ expulsion system. |
