股东除名事由分析-法学专业论文.docxVIP

1 1 2 2 Abstract The limited liability company plays a vital role in market economy. Shareholders are the companys ultimate owners, the credit worthiness, interest relationship and other factors of shareholders deeply affect the companys development. The limited liability company is a social organization with high degree of autonomy, with close relations among the companys shareholders. Therefore, the system of expulsion of shareholders is also applicable to the limited liability company. Causes of expulsion of shareholders are the core and essence of the system of expulsion of shareholders and should correspond with the theoretical basis and value orientation of the system of expulsion of shareholders. “a shareholder who fails to perform capital contribution obligation or withdraws all the contribution made” is our current rule on the causes of expulsion of shareholders. But the provision does not fulfill the theoretical basis and the complex needs of the practices .Therefore, in order to satisfy the needs of the exercises of the expulsion of shareholders, it is necessary to design legal and reasonable causes of expulsion of shareholders which are based on the human joining theory. Capital contribution obligation and duty of loyalty of shareholders give full expression to the human joining theory of the expulsion of shareholders. Capital contribution obligation is the obligation of shareholders to perform his/her capital contribution obligation timely and in full accordance with the agreed manner. The duty of loyalty is that the behavior of any member should not deviate from the companys ultimate development goal and should not jeopardize the legitimate interests of other shareholders. That a shareholder appears such serious behaviors which are in breach of funding obligations and duty of loyalty is the root cause why he/ she is expelled. The theory of the responsibility of breaking a contract and tort are theoretical tools to design causes of expulsion of sharehol