The expulsion of shareholders of limited liability companies is a problem that has been discussed and studied for a long time in the theoretical,practical and legislative circles.A perfect expulsion system can not only completely solve the long-term acute contradictions caused by specific shareholders,but also guarantee the survival of the company and promote the improvement of governance ability.The Supreme People’s Court on some issues of applicable<company law of the People’s Republic of China>(3)the rules article 17 of the regulations,the problems of the shareholders from the team for the first time that is in breach of capital contribution,smoke escape capital,the shareholders may,in accordance with law,be removed after demand that is invalid,the legislation would reflect shareholders from the team in the process of building the significant progress in our country,but through the empirical study found that after the current legislative rules is too single,cannot effectively solve the expel a complicated problem in practice.At present,the judicial practice has not formed a unified standard for expulsion,and there are many difficult problems in the trial of expulsion cases.Therefore,it is urgent for the academic circle to seek the perfect path of expulsion system on the basis of empirical research,and finally realize the systematization and standardization of expulsion system.This paper intends to think about shareholder expulsion comprehensively and systematically on the basis of empirical research,to break the long-standing problem that academic circles lay emphasis on theoretical explanation while ignoring judicial practice.This article from the five parts of the improvement of the system of limited liability company shareholder expulsion path to think,the first part tries to clarify the expulsion system related theory,first discuss the concept of the system of expulsion characteristic and the legislative purpose,trying to reveal the legitimacy and rationality of the existence of expulsion system,then focuses on the removal system peculiar to internal benefit balance mechanism.The second part,based on the empirical study of 460 judgments,explores the system embodiment and judicial practice of shareholders’ expulsion,and focuses on revealing the more difficult practical problems existing at present from the aspects of overall data,reasons for expulsion,expulsion procedures and litigation procedures.Was removed from the third part discusses the reason of the perfect question,first of all,respectively from the statutory basis and main content of the company’s articles of association and justice in the formation of the "major reason",was removed from the three categories of objective existence in China for contrapose to the next in the perspective of comparative law,the expulsion system of typical countries comparison research,finally attempts to put forward Suggestions for the perfection of dismissal reason and countermeasures.In this paper,the fourth part firstly strictly distinguish between the nature of the judicial and expel the judicial nature of the program,and on this basis discusses the removal procedure of system design problem,contain the notice procedure of prerequisite and the expulsion of resolution,effective and the performance of the content,such as special in terms of removal resolution to make,targeted to be dismissal exclusion rules of voting rights and resolutions passed by the proportion of voting rights to analysis.Last part is for shareholders often appear after removal of the three key problems are studied,mainly from the removed from shareholders initiate resolution to dismiss the lawsuit,after dismissal shareholders investment return and equity disposal and company capital maintenance problem three aspects,this article expect through the above research form a complete system of expulsion system,expulsion system legislation,the standardization for the future lay a solid foundation. |