The Study On The Legal Issues In The Application Of Shareholder Expulsion System In China

When disputes arise within a limited liability company,there are many ways to resolve internal disputes within the framework of the "Company Law of the People’s Republic of China",but there are also shortcomings.Therefore,"Interpretation of the Company Law of the People’s Republic of China(3)" ")Introduced the first time to stipulate the expeling system for shareholders.Specifically,the company may disqualify the shareholder if the shareholder seriously violates the legal obligation to contribute capital.Since the implementation of the capital subscription system in China,shareholders are allowed to contribute capital in the form of subscription,but the actual status of the company ’s assets should not be severely separated from the company ’s capital.Therefore,the shareholder expeling system still has practical significance for solving the problem of shareholders ’non-performance of capital contributions.In contrast,China’s legislation has not yet systematically stipulated the shareholder expeling system.The judicial interpretation of the regulations has many disputes in terms of effectiveness or specific rules.Based on this,it is the general trend to improve the limited liability company shareholder expeling system.This article analyzes the basic structure of the shareholder expeling system of China’s limited liability company from many aspects,mainly in four parts:The first chapter is to define the concept and legal characteristics of the shareholder expeling system,to analyze the particularity of the shareholder expeling system by comparing other dispute resolution mechanisms,to clarify the difference between the shareholder expeling system and the deprivation system,and to clarify the provisions of China’s "Judicial Interpretation Three" expeling shareholders instead of losing power.Standing on the historical dimension,exploring the source,reexamining the changes of the shareholder expeling system in China,and explaining the standard composition of the shareholder expeling system and the main features of the judicial application of shareholder expeling.And use empirical research methods to sort out the cases related to shareholders’ expeling disputes in the judicial practice from 2011 to 2019,and the current status of the expeling system in practice.Finally,the theoretical basis of the shareholder expeling system is demonstrated by the company contract theory,the association autonomy theory,and the co-operation theory of limited companies.The second chapter elaborates the specific issues concerning the scope of expeling and the expeling procedures encountered in the judicial practice of the expeling system,including the disputes on the expeling of shareholders who have not yet reached the date and partially fulfilled their capital contributions,and the analysis of specific cases of the expeling reasons for Delist according to the regulations The main controversial focus of expeling,and then further refine the de-listing pre-procedure and related rules of the voting mechanism,so as to provide targeted recommendations for the improvement of the shareholder expeling system..The third chapter analyzes the legal consequences of the de-listing system.The impact of delisting on shareholders,companies and creditors will be clarified.On the one hand,the disqualification of shareholders does not represent the end of shareholder responsibility.In order to balance the interests of all parties inside and outside the company,it is necessary to discuss the legal basis and attribute of the responsibility of the removed shareholders.After delisting,it is necessary to properly handle the equity of the de-listed shareholders,confirm the priority of disposal of equity,and at the same time protect the interests of creditors under de-listing.The fourth chapter is based on the analysis of the specific application of the delisting system in China,combined with China’s national conditions,combing the basic ideas of the delisting system,and starting delisting under the premise of exhausting other remedies.It is recommended that the "Company Law" clearly stipulate the shareholders delisting system,And put forward specific suggestions for improving the system entity requirements and procedure requirements.At the same time,in order to protect the interests of the de-listed shareholders,the de-listed shareholders have the right to obtain the corresponding share repurchase and give them judicial relief channels.