Research On Shareholder De - Listing System Of Limited Liability Company

Shareholder expulsion system, which is shareholders in violation of the contract or articles of association of the law, the company according to legal procedures by the resolution will be removed from the shareholders, or applies to the court deprived of the qualification of the shareholders. Shareholder expulsion system in adjusting internal relationship plays a very important role; most countries in the world have also been established in the legislation and implementation of the system. Combined with the specific related situation in our country, due to the rapid development of economy and the increase of the number of species, the company law in the applicable process faces many problems. In order to solve the problems which facing in the process of practice and the ability to better integrate with other countries company law system, our country in the judicial interpretation of three company law passed in 2011 for the first time put forward the limited liability company shareholder expulsion system (based on limited liability companies as the research object, therefore, referred to as "shareholder expulsion system"). Shareholder expulsion system has obtained certain result, increases the shareholder exit mechanism, and is a great innovation in building our country company law system. But, because our country shareholder expulsion system is put forward for the first time, regulation is not very mature in the content, existing problems such as law general expression and so on. Therefore, the author analyze the existing problems and combined with the system of abroad to study and put forward related opinions from the legislative status quo of Chinese shareholder expulsion system.This paper will be divided into fourth parts:The first part is our shareholder expulsion system legislation present situation and evaluation. First, the actual state of legislation in the limited liability company shareholder expulsion system. From the administrative rules of Sino-foreign joint venture, analysis "in the partnership enterprise law" similar shareholder expulsion system of relevant laws and regulations, then understand the legislative background of the shareholder expulsion system, mainly include the system for dismissal reason, subject, procedure and legal consequence four aspects analysis the content of "the judicial interpretation of three company law" article 18.Secondly, analysis our country shareholder expulsion system value and shortcomings. In certain value of shareholder expulsion system and the existing problems in China at the same time, and puts forward the system for the below Suggestions to consummate the opinion.The second part is the shareholder expulsion system theoretical analysis. First, analysis the theoretical basis of shareholder expulsion system, including the company contract theory, theory of community autonomy, group decompose theory, law and economics theory, for the following research shareholder expulsion system provides the theory basis for related issues. Second, research the shareholders from the team with the company’s capital principle and the relationship between the natures of the equity. Although in our country in judicial interpretation 3 regulated the system of shareholders, but the academic circles for "The system is in accordance with the specific situation of our country "is a dispute, Therefore, the author through the study of the problem which is "shareholder expulsion system does not conflict with the nature of company capital principle and equity "refer to the conclusion.The third part is removed from outside shareholders system comparison research. The author selected the outside shareholders of the three countries on development of expulsion system, Through to research and comparison the United States, Germany, Japan’s three countries legislation background, suitable objects, dismissal, reason, prepositional procedure, consequences, give some reference opinions which accords with the situation of our county.The fourth part is the specific opinions of constructing the shareholder expulsion system in China. Combining the proposed our country shareholder expulsion system existing problems and the analysis of outside shareholders removal system, the author mainly from the way and legal consequences three aspects proposed the concrete perfect shareholder expulsion system. Include association agreed of expulsion reason, laws and regulations of expulsion reason, the choose of expulsion way of the shareholder expulsion system, build of the shareholders’ committee resolution procedures, build of the court ruled program, the shareholders lose qualification and remedies, disposal of shareholder’s equity, companies reduce capital and protection of the creditors.