Research On The System Of Shareholder’s Delisting Of Limited Liability Company

Limited liability company has become an indispensable participant in market economic activities due to its advantages of combination of human and capital,and is still inspiring many investors to join continuously.However,in the process of company operation,frictions and disputes between shareholders will inevitably arise due to their interests,and some shareholders will even take opportunistic behaviors to damage the legitimate rights and interests of the company and other shareholders for their own interests.Among them,the problem of shareholder investment is relatively common,especially some shareholders maliciously violate the agreement and refuse to perform the investment obligation according to the agreement.Therefore,it has a serious impact on the company’s management and the interests of other shareholders.The demerit system is designed to solve this problem.The system refers to the compulsory deprivation of the demerit shareholders’ qualification according to the company’s articles of association or the resolution of the general meeting of shareholders,so as to solve the internal disputes of the company and prevent the escalation of conflicts between shareholders and affect the normal business activities of the company.Relevant provisions are made in the current Company Law.In 2013,the Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China(III)(hereinafter referred to as the Judicial Interpretation of the Company Law(III))were revised for the first time.The provisions of the shareholder expulsion system are in Article 17.However,the single cause,vague procedures and imperfect legal consequences of the shareholder expulsion make the system not accurate in judicial practice.Therefore,this paper carries out a study on the "expungement System of Shareholders of Chinese limited liability companies".By referring to the viewpoints of various scholars and the extraterritorial legislation of Germany and other countries,this paper deeply considers the relevant issues of the expungement system of Chinese shareholders and puts forward corresponding improvement suggestions,so as to enhance the operability of the expungement system of shareholders and better maintain the balance of interests between shareholders and the company.This paper is divided into the following five chapters:The first chapter is the introduction.This chapter mainly discusses the research background,research significance,purpose,research methods and domestic and foreign actuality and innovation points of shareholder expulsion system.Through the discussion of these factors,it leads to the specific discussion of shareholder expulsion system.The second chapter is an analysis of the basic theoretical problems of the shareholder removal system.This chapter studies the concept and characteristics of the shareholder expulsion system,as well as the discrimination between the system and other relevant shareholder withdrawal methods.On this basis,it explains the function of the shareholder expulsion system in detail,and analyzes its theoretical support around the "corporate contract theory","community autonomy theory" and "capital maintenance theory".The third chapter analyses the legislative provisions and problems of the shareholder expulsion system in our country.This chapter mainly analyzes the current legislation and problems on the shareholder expulsion system.Based on the analysis of existing legislative provisions,it analyzes the problems existing in the provisions of applicable subject,applicable causes,legal procedures and legal consequences in detail,and then provides targeted guidance for the improvement of later legislation.The fourth chapter is the comparative analysis of the legislation of exclusionary system of foreign shareholders.This chapter mainly makes a comparative analysis of the legislative provisions of the shareholder expulsion system in the United States,Germany and Japan,focuses on the origin and legislative status of the shareholder expulsion system in the above countries,and then makes an empirical analysis on the scope of application,procedure setting and the protection of the rights and interests of the removed shareholders.The fifth chapter is an analysis of the legislative consummation of our shareholder expulsion system.As the last chapter of this paper,this chapter puts forward relevant improvement measures for the problems raised in the third chapter,focusing on "clarifying the basic principles of legislative reform of the shareholder expulsion system,improving the causes of the shareholder expulsion system,improving the implementation procedures of the shareholder expulsion system,legal consequences and improving the relief measures of the relevant subjects after the shareholder expulsion system".