| A limited liability company has the characteristics of a combination of human resources and capital.Compared with a company limited by shares,the number of shareholders and the scale of operation are small.However,due to the outstanding Human resource integrity,conflicts between shareholders are more likely to breed.Especially after the reform of the registered capital to the subscription system,the difficulty of setting up a company has been reduced and many problems have been brought about.The shareholder delisting system has the characteristics of low cost,high efficiency and compulsion in solving the obstacles to the company’s humanity.It plays a key role in maintaining the stable development of the company and alleviating the tension in the private relationship between shareholders.However,the delisting system for shareholders of limited liability companies in my country is only stipulated in Article 17 of the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the "Company Law of the People’s Republic of China"(Ⅲ)(hereinafter referred to as "Company Law Interpretation III")However,there are many shortcomings in the judicial practice,which makes the understanding and application of judges different in judicial practice.This paper uses literature research,normative analysis,case analysis and comparative research to conduct in-depth research on the three dimensions of delisting reasons,delisting procedures,and delisting consequences.This article is divided into four chapters except the introduction.The first chapter analyzes the basic issues of the shareholder delisting system of limited liability companies.After reviewing the history of the delisting system outside the territory,and the evolution and characteristics of our country’s legislation,through the analysis of the "sister system",it points out the inadequacies of the dissident shareholder’s share repurchase,equity transfer,and judicial dissolution system in dealing with the contradiction of "humanity".Combining with practical development needs,it has clarified the necessity of building a shareholder delisting system,and locked down the shortcomings of my country’s current system in three aspects: narrow scope of application,imperfect delisting procedures,and legal consequences to be clarified.The second chapter analyzes the status quo of judicial application of our country’s shareholder delisting system.On the basis of introducing the selection and sorting basis of sample cases in this article,it summarizes and analyzes the cases of different judgments in similar cases.The focus of the dispute on the scope of the delisting subject is whether to recognize the delisting clause stipulated in the company’s articles of association;The different opinions on the delisting procedure center on the number of days in a reasonable period and the method of notification,whether the shareholders to be delisted have the right to vote on their delisting resolutions,and the voting proportion of the delisting resolutions.The insufficiency of the delisting consequences is mainly reflected in the incomplete protection of the interests of the shareholders to be delisted and the company’s creditors.Finally,it summarizes the disputes of judicial viewpoints in these three aspects,and points out that the ambiguity of theoretical basis and basic principles is the source of the disputes.The third chapter discusses the theoretical basis of the shareholder delisting system of limited liability companies.Through the analysis of the current mainstream group self-discipline theory,the legalization theory of delisting rights and the theory of contract cancellation,the most convincing theory of contract cancellation is selected as the legal basis of this article.Subsequently,it proposed the legitimacy of establishing a shareholder delisting system in our country,clearly establishing the value orientation and the basic principles of the delisting system,and laying a solid foundation for the following suggestions for improvement.The fourth chapter proposes a perfect path for the aforementioned problems.The first step is to expand the scope of statutory delisting matters,confirm the validity of the matters stipulated in the company’s articles of association,and establish a delisting mechanism for major matters.The second step is to clarify that the reminder should be made in writing,and the reasonable period should not be less than 30 days.Besides that,the shareholders who are removed from the company need to avoid voting,and the voting ratio and method should be subject to the double majority rule.The third step is to protect the interests of the delisted shareholders and the company’s creditors by improving the relevant litigation system for shareholder delisting. |
