股东失权规则的适用探究
Exploration into the Application of Shareholder Loss of Rights Rules

新修订的《公司法》第52条则首次在法律规范中明确“股东失权”规则，与《公司法司法解释三》第17条股东资格解除规则在表述上具有相似性。股东失权规则中公司剥夺股东股权的底层逻辑是合同违约解除权，目的是督促股东履行出资义务，维护公司资本充实和债权人、股东利益。与股东除名规则在制度根源上有显著区别，司法解释第17条的内涵指向失权，对探究失权规则适用具有借鉴作用，其涵盖的抽逃出资情形揭示第52条规定的适用事由不全面问题，包括出资义务加速到期后不履行也符合适用条件。除满足实体适用条件外，失权程序的启动和适用也应当以公司利益为根本出发点，贯彻股东平等原则。
The newly revised Article 52 of the Company Law has, for the first time, explicitly stipulated the rule of “shareholder loss of rights” in legal norms, which bears similarity in expression to the rule of shareholder qualification termination in Article 17 of the Judicial Interpretation III of the Company Law. The underlying logic behind the company’s deprivation of shareholders’ equity rights in the shareholder disqualification rule is the right of contract termination for breach of contract, with the aim of urging shareholders to fulfill their capital contribution obligations and safeguarding the capital sufficiency of the company as well as the interests of creditors and shareholders. There is a notable distinction in the institutional origin between the shareholder disqualification rule and the shareholder exclusion rule. The connotation of Article 17 of the judicial interpretation points to disqualification and can serve as a reference for exploring the application of the disqualification rule. The situation of capital withdrawal it covers reveals the problem that the provisions of Article 52 are not comprehensive in terms of applicable matters, including the situation where the capital contribution obligation accelerates and is not fulfilled, which also conforms to the applicable conditions. In addition to meeting the substantive application conditions, the initiation and application of the disqualification procedure should also take the interests of the company as the fundamental starting point and adhere to the principle of shareholder equality.