Abstract:
China’s legislative practice has made beneficial attempts to establish the forced withdrawal mechanism for shareholders who made defective capital contributions, establishing both the shareholder expulsion system and the shareholder rights forfeiture system. Currently, the relationship between the two systems is a focus of attention in both academic and practical circles. If one believes that the shareholder rights forfeiture system can absorb the shareholder expulsion system, or that the former has already achieved the normative purposes and institutional functions that the latter should have, then the shareholder expulsion system is unnecessary. From the perspective of internal interest balance within the company, the forfeiture of rights as a disciplinary mechanism for shareholders with defective capital contributions is already quite complete and can achieve internal checks and balances that the expulsion system cannot effectively accomplish. However, from the perspective of external interest balance for the company, the shareholder rights forfeiture system has not fully considered the potential damage to the interests of external creditors caused by resolutions on forfeiture of rights. In contrast, the shareholder expulsion system has already involved creditor protection mechanisms, which form a functional complement to the shareholder rights forfeiture system. Therefore, although the two systems have certain functional overlaps, the shareholder expulsion system still has its institutional value; they are not a substitutive relationship but a complementary one, and the shareholder expulsion system should be retained. From the perspective of institutional effectiveness, the connection and interaction between the two systems can reduce or avoid institutional loopholes or inconsistencies, thereby ensuring the overall improvement of the mechanism for forcing shareholders to exit.