To Discuss The Legal Issues Of The Eliminate Shareholder Qualifications Of Limited Liability Companies

The limited liability company is one of the important economic types of our country,and has the dual characteristics of human nature and profitability.When the limited liability company’s human nature is broken,there are shareholders to flee the capital,do not fulfill the obligation to pay,that is,the profitability is also broken,which will lead to shareholders and the contradiction between the company and shareholders and shareholders will be contradictory.In order to solve the contradiction between the shareholders due to the destruction of human nature,civil law in Germany and the United States and the United States and some other capitalist economically developed countries,the earlier establishment of the shareholders of the legal provisions.Shareholders ’delisting means that the shareholders of the limited liability company may act as shareholders through the shareholders’ shareholders in order to enable the company to continue to operate and maintain the interests of the company,the shareholders and the creditors of the company,because the shareholders of the limited liability company are not responsible for the profitability of the company,Will be resolved,the default shareholders removed from the shareholders.China’s earliest establishment of shareholder removal system is in the December 6,2010 Supreme People’s Court on the application of the "People’s Republic of China Company Law" a number of issues(three)Article 18(hereinafter referred to as judicial interpretation of three),but the judicial interpretation Thirty-eight only the shareholders did not fulfill all the obligation to pay or flee all the capital can be removed from the name,there are some limitations,in addition to the scope of the matter is too narrow.With the development of social economy,the behavior of shareholders against the interests of the company varied,the reasons for the expansion of the show show the trend,eighteen provisions can not completely solve the company’s problems in the operation,the company shareholders in the process of removal also appears Some legal issues need to be solved,such as the legal issues of the registration of the change of equity after delisting,the legal issues of the debts of the deceased shareholders,and the maintenance of the rights and interests of the deferred shareholders.Based on the existing theory of corporate law in China,this paper studies the legal problems existing in the removal of shareholders in China,and hopes to promote the further improvement of the shareholders’ Sound,to meet the needs of China’s economic and social development.This paper discusses the legal problems existing in the division of shareholders of limited liability companies in the next seven chapters,and puts forward some suggestions on how to solve these legal problems.In the first chapter,the author summarizes and analyzes the rules of shareholders’delisting in China’s limited liability company,analyzes and draws lessons from the theories and practices of the developed countries in the removal of shareholders,and gives the advantages and disadvantages of the removal of shareholders in Europe and the United States.Comparison,combined with the actual situation of China’s development of the company,found that China’s shareholders to remove their own deficiencies.The second chapter mainly discusses the legal problems of the expulsion of shareholders in limited liability company.The reasons for expulsion are divided into legal expulsion reasons and the delisting reasons stipulated in the articles of association,and the expulsion of shareholders should be based on the principle of major causes.With the development of social and economic reasons from the trend of expansion,which is the expulsion of new on legal issues,also called the expulsion prescribed by the articles of Association;in addition,the procedure in the expulsion of shareholder voting and voting on the effectiveness of existing law,company law and judicial interpretation three no provisions,also need to be perfect.The third chapter is mainly about the legal problems from the shareholders’ rights relief,shareholders were removed,especially the articles of association of the company agreed to after his expulsion,the expelled shareholder has funded or funded in part,the expelled shareholder of the original equity and on the company’s credit and debt should be properly handled,and earnestly safeguard the expelled the interests of shareholders.The fourth chapter puts forward relevant suggestions on the legal problems existing in the expulsion,expulsion of shareholder in the expulsion,expulsion procedures and expelled shareholder rights relief problems put forward resolutely way,with a view to China’s company law and the judicial interpretation is one step improvement suggestions.