有限责任公司股东除名规则构造论

Expelled from a Limited Liability Company Shareholder Legal System Research

《公司法解释(三)》第17条在性质上应为股东"失权"条款而非"除名"条款,并且在实践中该条的制度绩效并不高。我国现行《公司法》中尚未有股东除名条款,实践中公司以该法第71条作为开除股东依据的做法应当被矫正。有限责任公司股东除名规则之构造,应当从实体与程序两个维度着手。实体层面,除名事由的规定权应当赋予章程而非规定于公司法之中,法院同时应当对股东除名的概括性"重大事由"作出提炼与总结;在程序层面,除名决议应当由公司股东大会人头绝对多数决通过,除名之诉应是除名决议的生效条件。

＂The company law explanation （3）＂ weight＂ in nature terms rather than the article 17 shall be the shareholders＂lose ＂removal＂, and in the performance of this system in practice is not high. Shareholders in the company law of PRC has expelled from clause, practice are expelled from shareholders based on the article 71 of the companies with expulsion, the the practice should be correct. Limited liability company shareholder structure of rules, should be from two dimensions of entity and procedure. Entity level, from the team for the provisions of the rights should be given rather than should to expel the articles of association rules in the company law, the court also shareholders general ＂ major reason ＂ to make refined and summarized; The resolution at the application level, expulsion shall be of the company and the shareholders meeting head by an absolute majority, the effect of dismissal suit should be a resolution.