Research On The System Of Delisting Shareholders Of Limited Liability Company

The shareholder delisting system refers to the system in which a limited liability company can cancel the shareholder's qualification in accordance with the law on the basis of specific reasons such as the shareholder's failure to fulfill the obligation of capital contribution or the withdrawal of capital.Generally,the company does not need to seek the opinions of the removed shareholders and the cooperation of the shareholders who do not perform their obligations.Once the decision is made,the shareholders who fail to perform their obligations will lose their qualification immediately.If the shareholders of a limited liability company violate the fiduciary duty seriously,the trust foundation among shareholders will be endangered,and the interests of the company and other shareholders will be damaged.Although Article 17 of the judicial interpretation(3)of the company law of China has made arrangements for the delisting system of shareholders,there are still many obstacles in the exercise of the right of shareholders' delisting by other shareholders of the company,which leads to the poor operation of the system.The paper is divided into four parts.In the first part of the paper,the concept,theoretical basis and system function of the system are systematically expounded.The legitimacy and necessity of the system are demonstrated through the theory of company contract,the theory of non permanence of shareholder qualification,the theory of group decomposition and the theory of duty of loyalty and diligence of shareholders.In the second part of the paper,through the comparative analysis of German and American legislation on shareholder delisting system,summarizes their respective advantages,such as Germany's "loss of rights" system and judicial review system,the United States' compulsory acquisition system and judicial dissolution supplementary means,which can provide useful reference for the improvement of China's shareholder delisting system.In the third part of the paper,combined with the judicial practice,relevant legislation and academic views,the author points out that there are still some problems in the procedure and entity of the delisting system in China,such as the judicial interpretation only,the reasons for delisting are too narrow,the delisting procedure is obviously unreasonable,the delisting shareholders lack the relief rights,and the provisions on the delisting consequences are not rigorous.The last part of the paper aims at the problems existing in the delisting system of shareholders in our country,and draws lessons from the beneficialexperience of foreign countries,and makes it clear that the perfection of the delisting system of limited liability company should follow the principle of balance,the principle of due process and the principle of prohibiting the abuse of rights;in the substantive aspect,it is necessary to further clarify the subject of the exercise of the right of shareholders' delisting and the subjective needs of the delisting shareholders In the aspect of procedure,we should further perfect the rules of notice procedure,voting procedure,judicial relief rules and the exercise period of shareholders' delisting right through legislation.In order to improve the relevant suggestions as soon as possible through China's legislation into practice.