An Empirical Study On The Delisting System Of Shareholders In China’s Limited Liability Companies

From the perspective of lowering the threshold of starting a business and further improving the level of social and economic development,the subscribed capital contribution system has replaced the paid-in capital contribution system in the past.This great innovation has promoted the establishment of more and more limited liability companies.At the same time,the law has made stricter regulations on limited liability companies.In order to supervise the shareholders of the company to fulfill their obligations according to the contract,avoid the occurrence of shareholders’dishonesty and guarantee the establishment and normal operation of the company,Judicial Interpretation III was officially promulgated in 2011.In this interpretation,the system of delisting shareholders of limited liability companies is stipulated.This system allows a company to make a decision to dismiss its shareholders’qualifications if shareholders fail to fulfill their capital contributions or withdraw all their capital contributions,thus maintaining the stability of the company’s capital.However,with the continuous progress of the times,the problems faced by companies emerge one after another,and the slow-updating laws cannot fully deal with these problems.In this paper,the related cases of shareholder delisting disputes in judicial practice from 2016 to 2020 are sorted out,and 159 cases are analyzed by empirical research method,which is mainly divided into two steps:the first step,a general statistics and introduction are made on four aspects:cause of action,number,trial level and geographical distribution of delisting cases.Secondly,from three aspects,namely,the reasons,procedures and legal consequences of delisting,the problems in the application of delisting system in judicial practice are sorted out:the effect of the intended delisting reasons is unclear,the voting procedure for delisting is imperfect,and the effective time of delisting resolution is controversial.In view of the above problems,this paper puts forward solutions from three aspects.On the improvement of the reasons for delisting:it is suggested that China should adhere to and strictly apply the original legal reasons,and confirm the validity of the articles of association on the reasons for delisting.At the same time,the reasons for delisting stipulated in the articles of association should be limited to prevent the company from maliciously damaging the interests of shareholders.On the improvement of the delisting procedure:it is suggested that the reasonable time limit for the company to urge the shareholders to be delisted should be specified,and the delisting resolution should be regarded as a special matter,and the two-thirds voting ratio should be adopted to pass the resolution.At the same time,the shareholders to be delisted should not have the right to express their personal opinions in the delisting resolution,so as to avoid the abuse of their rights by the shareholders with the most capital To control the result of shareholders’ delisting resolution.The improvement of the consequences of delisting can be divided into four levels:making it clear that the effective time of the delisting resolution is subject to the time when the company makes the shareholders’ delisting resolution;allowing the company to realize relief through judicial confirmation if it is difficult to change the registration after the resolution takes effect;giving priority to internal transfer,external transfer and company capital reduction in the disposal of the shareholders’ equity;setting up the order of shareholders’ delisting In order to restrain the "dishonest" behavior of the shareholders,the article of liability after the name of the shareholder.