Research On Expulsion Of Shareholders Of The Limited Liability Company

The limited liability company is a significant component of the socialist market economy.The system of shareholder expulsion is one of the important measures for the limited liability company to solve the internal contradictions.Once contradictions occur within a company,if not solved promptly,it possibly causes serious dilemmas in its operations.However,the system of shareholder expulsion is not clearly defined in the Company Law of the People's Republic of China.The Company Law Interpretation(IV),which came into force on September 1st,2017,has given way of avoiding the system of shareholder expulsion.Only the Company Law Interpretation(?),implemented in 2011,involves it and exactly stipulates the shareholders can only be expelled under the conition of neither fulfilling the capital contribution nor withdrawing all the capital contributions.The procedural requirements and legal consequences of the shareholder expulsion are not specified in detail.The hysteresis quality of law can not meet the needs of practical operation.This article elaborates the emergence of shareholder expulsion system in practice,and proposes the feasible suggestions on the perfection of expulsion system based on the relevant theories and thoughts.The full text mainly states the system of shareholder expulsion through four parts.The first part analyzes the current situation and existing problems of the shareholder expulsion system in China's limited liability companies mainly through some cases in judicial practice.It first introduces the system of shareholder expulsion of limited liability companies in the judicial practice through specific cases,and then analyzes the various puzzles in the extensive use of judicial practice in the shareholders expulsion system,pointing out the shortcomings in the existing expulsion system.The second part analyzes why limited liability companies expulsion shareholders.It introduces some theories concerning shareholder expulsion system,and elaborates its legal expulsion reasons,the regulated expulsion reasons and other expulsion reasons.Furthermore,it makes specific analysis regarding the required conditions of the legal and regulated expulsion reasons,and the condition that the shareholders will be de-listed based on good cause even though a company does not possess the two reasons.The third part analyzes how a limited liability company de-lists shareholders.This part isa study on the procedure of de-listing the shareholders.It discusses the ownership in the de-listing system,that is,the de-listing ownership belongs to the company,and the shareholders enforce it on their behalf.This part focuses on the pre-procedure applied to the de-listing system,the voting rules of de-listing rights and the construction of rules for taking the de-listing resolutions into effect.The last part analyzes the legal consequences caused by the de-listing of the shareholders in a limited liability company.It includes shareholders' equity issues after their dismissal,the relief problems of shareholders,persecuted by a company,after their removal and the litigation subject to confirm the effectiveness of removal.It mainly discusses the ways of repatriation of capital paid out by the delisted shareholders and the compensation,caused by the delisted shareholders,on damage to the company's interests.In the judicial relief,it mainly involves the protection of the delisted shareholders and the creditors of the company.