Research On Shareholder Expulsion System Of The Limited Liability Company

Although article 17,paragraph 1 of the Provisions of the Supreme people's Court on the Application of the Company Law of the people's Republic of China(3)requires(hereinafter referred to as the Judicial Interpretation of the Company Law(3))provides preliminary provisions for the expulsion system of shareholders of limited liability companies.However,there are still some difficult problems in judicial practice.For example,whether the legal reasons for expulsion are complete or not,should the intended cause be included,how long should the reasonable time limit of the reminding period be,what proportion of voting rights in the shareholders' meeting should be in order to form an effective resolution,whether the shareholders to be removed have voting rights in the voting process,and what legal consequences will arise after the shareholders are removed.This paper sorts out the relevant cases involving shareholder expulsion disputes in the judicial practice from 2016 to 2018,and makes statistics and analysis on 111 cases by using empirical research methods.It is mainly divided into two steps: the first step is to make statistics and analysis on the application of Article 17 of the Judicial Interpretation of the Company Law(3),including the number of cases,the trial level of cases and the geographical distribution of cases.The second step is to analyze the concept of shareholder expulsion system,reasons for expulsion,expulsion procedures,legal consequences of expulsion and other aspects,combined with specific cases in judicial practice.In the ambiguity of details,we should pay attention to the different parts between the court's revision and the legal determination,and analyze the judge's judgment tendency.Regarding the situation that judges' different opinions lead to different judgments in the same case,it is suggested that the Supreme People's Court issue relevant guiding cases as soon as possible to provide ideas for correct judgments.In addition,using the method of comparative analysis in each specific issue,combined with the legislation of Germany,the United States,Japan,Taiwan region of China,Macao region of China and other countries(regions)and the discussion and views of scholars on the shareholder expulsion system,it is suggested that China should mainly refer to Germany's " loss of power" system in concept,and use the shareholder expulsion system to solve the problems of insufficient company capital and "eccentric" shareholders that seriously damage the interests of the company.However,in the expulsion procedure,Germany's " expulsion" system should be used as an important supplementary element to try to perfect the provisions of the expulsion system.The discussion on the shareholder expulsion system in our theoretical circle mainly focuses on the reasons for expulsion and the expulsion procedure.It is suggested that China adhere to the provisions on legal causes in the current shareholder expulsion system,strictly limit the scope of expulsion causes,and adhere to the rigour of legislation.However,the bottom of the list should be added according to the company's personal characteristics.Shareholders can specify the list of reasons in the company's articles of association at the beginning of the company's establishment to prevent " eccentric" shareholders from endangering the company's interests with extreme actions.In the expulsion procedure,it is suggested to take written form to urge shareholders who have not fulfilled all their capital contributions and have withdrawn all their capital contributions.Treat expulsion as a special matter.Two-thirds of the voting rights shall be adopted for voting,and the withdrawal mechanism shall be adopted for the shareholders to be removed,so as to prevent the major shareholders from controlling the result of removal,thus frustrating the purpose of removal.Finally,combined with judicial practice,extraterritorial legislation and scholars' views,the author analyzes the consequences of shareholder expulsion and puts forward more specific and targeted opinions in an attempt to improve the shareholder expulsion system.