Research On The Legal Issues Of The Rules For The Expulsion Of Shareholders Of Limited Liability Company

The shareholder expulsion system originated from the partnership system in the civil law system,and later became an alternative system to avoid dissolution of a person company.China’s shareholder expulsion system is embodied in Article 17 of the Third Judicial Interpretation of the Company Law,but due to the single cause of application,it is unable to cover the diverse cases of intentional expulsion in practice,which has led to frequent disputes,and the imperfect rules of intentional expulsion have also caused disputes on the legitimacy of shareholders’ meeting resolutions and unclear rights and obligations of shareholders.At present,there are quasi-intentional reasons for intentional expulsion that exceed the statutory reasons,the content of the intentional reasons in the articles of association and the boundary of the binding subjects are unclear,resulting in the restriction of shareholders’ rights,and there is a legislative gap in the determination of the validity of the intentional expulsion.At the procedural level,there are advantages and disadvantages of different voting methods and the choice of voting ratio in the resolution of shareholders’ expulsion,and there is a lack of legislative support for the recusal of the expulsed shareholders from voting.On the issue of the connection after the expulsion of shareholders,there are problems of unclear time for shareholders to lose their shareholders’ qualification,no clear arrangement of the legislation on the equity held by the expulsed shareholders,and the ambiguity of the rights and obligations of the expulsed shareholders when the company is liquidated.By discussing the materiality,boundary and special circumstances of the intentional expulsion,analyzing the basic theories covered by the voting rules,distinguishing the dichotomy between shareholders’ qualification and shareholders’ rights and obligations,and suggesting improvements to the construction of the intentional expulsion rules.First of all,for the reasons of expulsion,the logic of determining the validity of the intentional expulsion based on the company’s business judgment should be rationalized first,and the validity of the reasons for expulsion under the initial and amended articles should be determined at the same time,on this basis,the legislation can adopt the enumerated generalized intentional reasons,with the group interest and materiality as the standard for underwriting.Secondly,regarding the voting procedure,the company should apply double-layer majority voting according to the cause of delisting,and the judiciary can use the lawsuit of delisting confirmation to make up for the risk of voting rules,and the legislation should be preceded by the shareholders’ consultation procedure to deal with the strong feature that the shareholders’ delisting has finality within the company.Finally,when the resolution to expulse the shareholders is passed,it should be clear that the shareholders lose the shareholders’ qualification time,reasonable arrangements for the disposal of equity,when the company is in liquidation under special circumstances,should also clarify the rights and obligations of the shareholders expulsed at this time.