[Direct answer]In the Beijing area, dismissal cannot be carried out at will and must follow legal procedures. According to Articles 51 and 52 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), if a shareholder fails to pay their investment on time, the company shall issue a written reminder to the shareholder and may grant a grace period of no less than 60 days. If the payment is still not made after the grace period expires, the company may, upon a resolution of the board of directors, issue a notice of disqualification to the shareholder, and the shareholder shall lose the equity of the unpaid investment from the date of the notice. In addition, according to Article 17 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III), if a shareholder fails to fulfill their investment obligation or withdraws all their investment and still fails to pay or return it within a reasonable period after being reminded by the company, the company may, upon a resolution of the shareholders' meeting, disqualify the shareholder. If there are major flaws in the procedures, the resolution of removal may be deemed invalid or revoked. Action guidance: First, issue a written reminder and keep the records, then proceed according to the resolution and notification procedures, and keep evidence throughout the process.

I. Problem background and typical scenarios

After the partner has made a commitment to contribute capital but fails to do so on time, he or she still participates in dividend distribution and decision-making. Other shareholders want to remove him or her from the company. Some directly vote to "expel" him or her at the shareholders' meeting, but the other party sues to claim that the resolution is invalid, and the company is instead ordered to restore his or her shareholder status. Removing a shareholder is not an emotional action, but a set of strict legal procedures.

II. Key points of contention

First, the relationship and applicable conditions of the two mechanisms of delisting and loss of voting rights. Second, the procedural requirements for collection of arrears and grace periods. Third, the resolution subject and voting rules, whether it's the shareholders' meeting or the board of directors. Fourth, the legal consequences and remedies for procedural defects.

III. Professional analysis by Henglue Lawyers

Regarding "delisting", it is necessary to distinguish between the disqualification mechanism established by the new Company Law and the delisting rules established by judicial interpretations. Firstly, the disqualification mechanism: Article 51 of the Company Law requires the company's board of directors to verify the shareholders' capital contributions and, if it is found that the shareholder has not paid in full on time, the company shall issue a written notice to the shareholder to make the payment; Article 52 further stipulates that the company may grant a grace period of not less than 60 days. If the shareholder still fails to fulfill the obligation to pay the capital within the grace period, the company may, upon the resolution of the board of directors, issue a notice of disqualification to the shareholder. From the date of issuance of the notice, the shareholder shall lose the equity rights of the unpaid capital, and the corresponding equity rights shall be transferred according to law or subscribed by other shareholders. If the company fails to handle the matter within the prescribed period, it shall proceed with a capital reduction. Secondly, the delisting rules: According to Article 17 of the Interpretation of Several Issues Concerning the Company Law (III), if a shareholder fails to fulfill the obligation to pay the capital or withdraws all the capital and the company urges him/her to pay or return it, but the shareholder still fails to pay or return it within a reasonable period, the company may, by resolution of the shareholders' meeting, terminate the shareholder's qualification as a shareholder; this path requires a resolution of the shareholders' meeting and usually requires the completion of the pre-notification procedure for urging payment. Thirdly, the connection between the two paths: Under the new law, the disqualification is centered on the board of directors' resolution and the notice of disqualification, targeting the unpaid part of the capital; under the judicial interpretation, the delisting is centered on the resolution of the shareholders' meeting, applicable to the cases of fundamental non-payment of capital or withdrawal of all the capital. The company should choose and strictly follow the corresponding procedures according to the specific circumstances to avoid confusion of subjects and steps. Fourthly, the consequences of procedural defects: Failure to issue a resolution on delisting after failing to urge payment, errors in the resolution subject, failure to grant a reasonable grace period, and failure to pass the resolution according to the voting ratio stipulated in the articles of association may all lead to the resolution being deemed invalid, void, or revoked, and the company may also bear compensation liability. Fifthly, operational key points: The notice of urging payment should clearly state the amount, deadline, and method and be effectively delivered; the grace period shall not be shorter than the statutory period; the resolution shall have complete meeting notice, attendance and voting records; the notice of disqualification shall be issued in a timely manner and follow-up equity handling and registration shall be carried out. In the trial of company-related disputes in Beijing, the review of procedural legality is relatively strict, and the party with sufficient evidence will have an advantage.

IV. Practical suggestions and legal basis

The first step is to verify the provisions of the articles of association regarding capital contributions, voting rights, and removal procedures to confirm the applicable path. The second step is to send written demand letters to unpaid shareholders and ensure effective delivery and record-keeping. The third step is to issue resolutions and send notifications of disqualification or removal if payments are still outstanding after the grace period. The fourth step is to promptly handle the corresponding equity interests and complete change registration procedures, and initiate litigation to confirm the validity of the resolutions in case of disputes. **Main legal basis**: Articles 47, 51, and 52 of the *Company Law of the People's Republic of China* (amended on December 29, 2023 and implemented on July 1, 2024); Article 17 of the *Interpretations of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III)*. The specific application shall be subject to the currently effective regulations.

5. Henglu Law Firm's Reminder

There are three steps to delisting a shareholder: first, urge payment; second, grant a grace period; and third, make a resolution. If any step in the sequence is wrong, the process might fail; for the loss of voting rights, the board of directors should make a decision and send a notice, while for delisting, the shareholders' meeting should make a resolution. The subjects of the resolution cannot be confused. The meeting notice, attendance list, and voting records must be complete. These procedures are the key to success or failure. For disputes involving the delisting of shareholders and capital contributions, you can seek legal assistance through the following channels:Business and contract disputes in enterprisesThe service obtains an overall solution, which involves the combination of resolution effectiveness and corporate governanceIntellectual property protection and corporate lawFor plate changes and company registration modifications, please refer to the relevant documents for guidance.Special servicesFor inquiries about the connection between debt and enforcement, please feel free to consult us.Creditor's rights and debts, and enforcementTeam.

VI. Frequently Asked Questions

Q1: If a shareholder hasn't contributed a single penny, can they be fired directly?

It's not possible to dismiss someone directly. Whether it's the disqualification mechanism of the new Company Law or the delisting rules of the judicial interpretation, both require that the company first issue a notice of payment and grant a corresponding time limit. Only after the procedures are complete can the board of directors make a resolution on disqualification or the shareholders' meeting make a resolution on delisting. Skipping the notice of payment and directly proceeding with delisting is likely to result in the resolution being deemed invalid or being revoked.

Q2: What evidence and materials are required for delisting?

The key materials include: the provisions of the articles of association regarding capital contributions and voting; evidence proving that the capital contributions have not been paid or have been withdrawn (registration information, transfer records, and financial records); written notices of payment and valid delivery receipts; proof of the expiration of the grace period; meeting notices, sign-in records, voting and resolution records; and notices of disqualification and evidence of their delivery. Only when the materials chain is complete can the resolution's validity be firmly established.

Q3: How much does it cost and how long does it take to remove someone from the list?

The main costs of the procedure are attorney fees and possible litigation fees, with a small additional fee for registration changes. If the operation proceeds smoothly, it typically takes several months from the reminder of payment to the notice of loss of rights (including a grace period of not less than 60 days); once the other party sues to confirm the validity of the resolution, the first-instance ordinary procedure usually lasts three to six months, significantly prolonging the overall cycle. Therefore, procedural norms are particularly important.

Q4: How long does it take from the reminder to actually delisting someone?

The statutory grace period of no less than 60 days is a mandatory timeframe. Adding to this, the process of sending collection notices, making resolutions, and issuing notifications typically takes two to four months. Subsequently, it is necessary to handle the transfer of corresponding equity or capital reduction and complete the registration process. If litigation occurs, the timeframe will be further extended. It is recommended to plan ahead and prepare evidence simultaneously.

Q5: If the other party opposes the removal from the list, will our resolution be overturned?

It depends on whether the procedure is legal. If the collection notice has been issued in accordance with the law, the statutory time limit has been granted, and the resolution has been voted on by qualified entities in accordance with the articles of association and complete records have been kept, the resolution will usually be supported; conversely, if the collection notice has not been issued, the time limit is insufficient, the subject is incorrect, or the voting is not in accordance with the rules, it may be deemed unfounded, invalid, or revoked. It is recommended to have a professional lawyer review the process before proceeding.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm about specific situations.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, to avoid missing the statutory time limits. →Corporate commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.