The System Orientation and Rule Application of Shareholder Disownership:Taking Article 52 of the New Company Law as the Center
In order to ensure the real and sufficient capital of the company,to protect the legitimate rights and interests of creditors,and to solve the company deadlock caused by shareholders'violation of the investment obligation,the newly revised Article 52 of of the People's Republic of China has carried out in-depth reform on the shareholder qualification dissolution system of the Judicial Interpretation of the Company Law.This article officially introduced the shareholder disownership system as a disciplinary measure for shareholders who violate their investment obligations.Compared with the demerit system,the new system emphasizes the maintenance of the company's capital.However,there are still some disputes and ambiguities in the application conditions,procedures and legal consequences of the current rules.This paper holds that the system of shareholders'loss of rights should include monetary and non-monetary defective investment in the scope of application,and in the application procedure,the board of directors should be the subject of issuing the notice of demand and making the resolution of loss of right.The dispossessed shareholder has the right to seek relief by filing an action of shareholder dissent.For the disposal of shares with no rights,the transfer of shares with no rights should be considered first,and the capital reduction of shares that cannot be transferred should be processed.
shareholders losing their rightsremoval of shareholdersthe obligation to contribute capitalstock
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