Research On System Of Shareholder Expulsion Of Limited Liability Company

LLC is designed by the German legislator organization form of the company, and both co-owned and co-characteristics, due to the small number of shareholders, small scale, favored by SMEs. It is because of the limited liability company has co characteristic, so that the internal relations of shareholders to generate trust and cooperation, and actively participate in the company’s management. In the beginning of the establishment of the company, between shareholders concentric with the force, effectively promoted the development of the company. However, during the company’s existence there have been some "centrifugal shareholder", because of their own personal or behavioral factors led to internal conflict, undermining the company’s co-author and hinder the company’s normal operations. In order to resolve the conflict between the shareholders, in 2006 introduction of the "Company Law" provides transfer of ownership, we request the company to repurchase shares, shareholders and other judicial dissolution exit mechanism, but if you use the first two methods, the company was forced to withdraw and trustworthy shareholders, and malicious remain shareholders in the company, which does not meet the legal values of fairness and justice. The judicial dissolution is the ultimate means of shareholders to exit, the company ceased to exist, for shareholders, creditors and even society will cause a great negative impact. Compared with these remedies, shareholders delisting system has its unique advantages. Shareholders delisting system is an alternative mechanism for judicial dissolution by statutory subject matter or intended to deprive a given subject is removed from shareholders shareholder qualification, contribute to the rapid repair of co rift among shareholders, safeguard the overall interests of the company and other shareholders. At the same time in terms of legislation, the supreme law of 2011 introduced the "Law interpretation(c)" Article XVII initial introduction of the shareholders delisting system, but subject to the provisions of the de-listing is too narrow, the delisting procedure operability is not strong. Therefore, it can not provide a legal basis for the corporate law practice in specific circumstances. In view of this, we believe that our current urgent need to improve the limited liability company’s shareholders delisting system.In this paper, a limited liability company shareholders delisting system analyzes the system, divided into an introduction, body and conclusion of three parts.In this paper, a limited liability company shareholders delisting system analyzes the system, divided into an introduction, body and conclusion of three parts.Body part is divided into four chapters.The first chapter, "the basic theory of shareholders delisting system." This chapter from the theoretical analysis of the concept of shareholder limited liability companies delisting system, features, theoretical basis of the basic theory. First, by listing the views of different scholars thus summed up the concept of shareholders delisting. Secondly, having discussed in detail the status of shareholders delisting deprivation, punitive, coercive procedural four characteristics, and finally explains the importance of shareholder limited liability companies delisting system of co-theory and the theory of faithful duty.The second chapter, "Status of shareholders of a limited liability company delisting system analysis." The first chapter describes the removal of shareholders legislative history, second from the legislative level and the level of corporate law practice analysis of the shortcomings of the existing system of delisting.The third chapter, "to improve shareholder limited liability companies delisting system the necessity and feasibility." This chapter break through the deadlock, protect the company and shareholders, social responsibility three analyzes the necessity of a limited liability company shareholders delisting. Secondly, from the mature experience of foreign shareholders delisting, China’s support and domestic scholars judicial practice of in-depth research in this area demonstrates the feasibility of a limited liability company shareholders delisting.The fourth chapter, "to improve shareholder limited liability companies delisting system of legislative proposals." Through drawing outside shareholders delisting legislation, in substantive requirements, program requirements, the legal consequences of three areas to improve our shareholder Limited expulsion system.