Study On Causes Of Expulsion Of Shareholders

There is personnel combination with limited liability company or joint stock limited company,which may be intimate relationship between shareholders or inextricably linked between shareholders and company.The personnel combination is vital important,what's even affect the realization of company's business objectives and the shareholder's investment purposes.According to practical experience,these factors may be attributed to shareholders' behavior or personal factors changes.Once such factors have effected the personnel combination serious,the company will be deadlock.And the traditional solution is dissolution of the company,which will lead a loss of the company going concern value.Subsequently,the mechanism of expulsion emergence as an alternative to dissolve the company deadlock.As each company has unique situation,the cause of expulsion has not yet been formed as a standard system.Because our country as a statue law country,the judge makes decision or verdict according to clear legislation.Once in the absence of clear legislation,the judicial trial will prone to different results with similar cases,which thus affecting the dignity of the law.In order to solve this problem,it is imperative to build the complete system of the cause of expulsion.First of all,it is necessary to set up the value orientation of cause of expulsion.The value of the mechanism of expulsion is to dissolve the corporate deadlock which caused by the personnel combination loss.As the company discussed in this paper with both personnel and capital combination,the personnel combination of such company is relatively weak,mainly includes the intimate relationship between shareholders,and the interaction between shareholders and the company.Therefore,the mainly cause of expulsion will be some factors which leads to company deadlock.Meanwhile,the theory of teoria contratualista,in the discussion of the legal basis of expulsion,which also provide a basis for cause of expulsion.What's that mean when a shareholder violates the contract signed with the company seriously,the company may expel the shareholder.In addition,under the strict corporate capitalism,the cause of expulsion seems to be a serious violation of the investment obligation.With the company's capital system changes,the shareholders serious violations of loyalty or the shareholder' changes in their personnel factors also could be analyzed as a kind of the cause of expulsion.Secondly,it analyzes the legislation and judicial status of the causes of expulsion of shareholders in our country.It points out the differences between the rules of shareholder clearance is established by our legislation and the expulsion of shareholders.And the result is that China has not established the system of expulsion.And China's "Partnership Enterprise Law " enumerate and summarize some causes of expulsion.In the absence of clear legislation,we find that the judicial trial will prone to different results with similar cases.So we analyze the necessary to build the causes of expulsion system.Thirdly,we learn some experience from foreign law.To examine the origin of the expulsion of shareholders mechanism in German law,which constructs the substantial basis as the core cause of expulsion including both the shareholders' violation of the shareholders' obligations and the changes in the shareholders' personnel factors.In the United States law,although there is no expulsion of shareholders,but the legislation confirmed similar mechanism which is election to purchase in lieu of dissolution.As the mechanism and the expulsion of shareholders have similar background,we also apply its causes as a reference.China's Taiwan legislation clearly listed some causes which can be applied to the partnership enterprise.And the legislature model can be used as reference.Finally,the paper intends to build a causes of expulsion system based on the above analysis.It analyzes the construction of the system of causes of expulsion,which includes the choice of legislative models,the specific method to matching with the existing system,and some specific factors need to be considering.On the basis of drawing lessons from extraterritorial experience and combining with our judicial practice,this paper constructs the individual system that the shareholders seriously violate the loyalty duty as the core causes of expulsion,and The shareholders' personnel change which seriously affects the company's interests as supplement.But considering the current legislation,we exclude the serious violation of the shareholders investment obligation out of the causes of expulsion.