| Any system has its specific background,The establishment of the expulsion system,the premise of the establishment of the expulsion system is the internal conflict between the specific subject,the purpose is exclude the behavior of hinder normal operation.The shareholder expulsion system is when the shareholders is in violation of the provisions of articles of association or the specific legal expulsion,bacause of the inability to resolve conflicts through other means,the company deprive the qualifications of shareholders by legal procedures.So,the expulsion system is a severe punitive action when the behavior of shareholders harm the development of the company.Company Law has not clearly defined the expulsion system,Although The Third Judicial Interpretation has specified the special circumstances of the expulsion rules(the shareholders did not fulfill their obligations or withdrawal of all capital contribution).But it is relatively simple,did not fully established the system of expulsion of shareholders.In this paper, I use theoretical analysis, comparative analysis and interest analysis,try to prove the necessity,legislative aim and construction of system for of the shareholder expulsion system.Try to build the theoretical foundation to the shareholders expulsion system.In addition to the introduction and conclusion, the text is divided into three parts:The first part describes the basic theory of shareholder expulsion system.First of all, I try to indruce the concept and legal characteristics of the expulsion system briefly.Secondly,I try to introduce the shareholder expulsion system itself and its dependence on the Related Companies law theory.Next,try to compareshareholder expulsion system with the transfer of equity,dissenting shareholders’ equity repurchase,and judicial dissolution system.Finally,demonstratethe valueof the expulsion of shareholder.The second part analyses the current situation of legislation of foreign shareholder expulsion system and draw on the legislation of our country from theenlightenment.First of all, do research on foreign shareholder expulsion system legislation.Secondly, try to find the lack of China’s expulsion of shareholder from the angle of legislation.Finally, find the enlightenment by comparing with the extraterritorial legislation of other countrys’ shareholder expulsion system in China.The third part makes suggestions for the legislative system of expulsion of shareholders.First of all, recommendate the protection of the interests of the substantive issuesfrom the scope, expulsion and related angle of the main body.Secondly, considering the company’s actual situation proposed respectively by the expulsion procedure and judicial procedure of expulsion resolution,and puts forward diffrent suggestion for two kinds of different procedures.Finally, try to discusses the legal consequences of the expulsion of shareholder,and find the treatment of equity and the value of the options to determine the program after the loss of shareholder’s qualification. |
