Limited Liability Company Shall Be Expelled From The Shareholders Of The Terms Of The Effectiveness Of Research

The system of the expulsion of the stockholder means a kind of punishment, which is against the stockholder's will, to deprive his rights and exclude his participation in the company. It is mainly used to be as a measure to solve the problems of the stockholder's identity and eligibility and to break off relations between the expelled stockholder and the company as well as the other stockholders in the company . The value of this system lies in removing the inharmonious factors out of the people combination in the limited liability company, in order to reconnect the relationship between other stockholders and therefore to restore the people combination in the limited liability company , thereby enabling the company to continue operating. Despite that there still has controversy on the theoretical basis that whether a limited liability company could , against the stockholder's will ,remove him out of the company , but the right of expulsion has been considered as a universal right of the stockholders of the limited liability companies . However our company law still lacks of the related provisions about that, facing with such situation , then how to make up for that ? Apparently , the limited liability company's articles of association which has strong nature of autonomy can be a good choice . To say it in detail, the limited liability company can set up clear provisions about the expulsion of stockholder so as to make up for the loss in our company law . In practice , a considerable number of limited liability companies have adopted the above way . However , it has also resulted in some disputes because many people has questioned about the validity of the above provisions in the limited liability company's articles of association . This thesis is coming to give research on the question , and the author hopes through her research it can, to some extent ,improve the empty state of China's theoretical circles on this question and also supply an easy way for the limited liability companies to resolve the disputes in their operating practice.Beside the introduction, the thesis still contains four parts:The first part , the author cites two typical cases which are about the disputes on the expulsion of stockholder in the limited liability companies, then through detailed analysis , the author lists the central theme of the thesis—whether a limited liability company could remove its stockholder once he violates the provisions of the company's articles of association ?Also in this part ,the author sums up several requirements that most limited liability companies require when they accept someone as its stockholder in practice.The second part , the author starts with discussing the nature of the company's articles of association from the horizontal and vertical aspects . For the former aspect, three mainstream viewpoints , the doctrine of contract, the doctrine of autonomy law and the doctrine of charter, have been elaborated; for the latter aspect, the nature of the company's articles of association has been studied respectively before and after the establishment of the company . Then specific to the limited liability company , because of its unique characteristic—people combination, hence its content in the company's articles of association should be set up on this characteristic, then the emergence of the provisions about expulsion of the stockholder in the company's articles of association can be possible and necessary.The third part has gone into the central issue of the thesis , that is the effectiveness of the provisions about the expulsion of the stockholder in the limited liability company's articles of association . In this part, the author begins with enumerating three cases which are often adopted by the limited liability companies when they want to remove some stockholder out of the company through the company's articles of association , then the author summarizes the problems that all of the above three cases would face ,and at last starting again from these problems, try to give some principles to judge the effectiveness of the provisions of the expulsion of stockholder in the limited liability company's articles of association at the macro and micro levels . For the macro level, the principles contains : not contrary to the mandatory provisions of the company law , good faith as well as the combination of keeping company interests first and protecting the expelled stockholder's interests; and for the micro level, the principles contains: the reason of removing the stockholder should be rational, and there should have procedural safeguards to the company's removing action.The fourth part , also the last part , here the author ,on the basis of the principles mentioned in the third part, designs a specific plan for the limited liability companies to prescribe the provisions of the expulsion of the stockholder in there company articles of association . It mainly covers the following three aspects, the first one is the design of the reason of removing the stockholder , the second one is the design of the procedures of removing the stockholder , and the third one is the disposal of the expelled stockholder's property in the company.