Analysis Of Repurchase Of Equity Limited Liability Company

since the United States for the first time to apply for share repurchases system, manycountries or regions according to their own conditions, perfecting the regulations are perfect;In2005formally established in our country, due to the legislation technology, the economicenvironment and other factors, simple and general terms and thus expounds the theoreticaland practical circles. For a limited liability company, mainly for meaning, value andtheoretical foundation of the system, the applicable circumstances prescribed in the narrow,whether to expand; Whether the subject scope of fuzzy, decided that the shareholder benefit,no voting shareholders, capital contribution flaw and shareholders, the problem of dormantshareholders as the main body in the right and right such as lack of exercise program forresearch; For the applicable conditions of correct definition, because of the shareholders’committee convened the body of the procedure flaw causes loss of shareholder voting rightsthe eligibility and the prepositional procedure in the procedure of exercise that aspects less ornot enough in-depth, it brings to the relevant case to solve the obstacles. In our country law,before it began to make changes to the system study on these problems has its necessity andpractical value, it is not only beneficial to the processing of cases in the judicial practice, canalso provide reference to perfect the system. Therefore, this article mainly as the researchobject, and can focus reflects the problem of "Gu Bao he case" as the breakthrough point,theory with practice, tries to intuitive reflect problems, make comprehensive, understandableand close to the practice; Finally through the analysis it is concluded that: first, for dissentshareholders equity buy-back applicable situations mainly property of appropriate standardsshould not be detailed, can from the transfer property of "quality, quantity, and transfer theconsequences" identified three sides; Second, the shareholders for flaws cause unable toattend the shareholders’ meeting of shareholders convened program no voting shareholdersvote is different from this part of the shareholders should have the subject qualification; Third,our country "company law" in the second paragraph of article seventy-five of "the provisionsof the first consultation within60days" is not exercise program in front, should belong to akind of advocacy, above is also this article try to innovate. Besides preface and epilogue, thisarticle is divided into six parts.The first part, the case, summarize, refine the three issues： first,kylin company transfer plant is "company law" the first paragraph of article seventy-fifth second the scope of theprovisions of the"property"; second, whether the plaintiff qualification; third,whether theplaintiff the right procedures comply with the"procedural provisions company law"seventy-fifth clause second.The second part, the legal basis of limited liability company share repurchase requestright. The first part is defined; then, according to the theoretical basis of the legal value andthe nature of the right to discuss the existence and application; judicial a system requires acorresponding legal theory as support, stock repurchase request right system is no exception.The third part, the limited liability company share buyback claim applicable situations.This section first on the application of the foreign countries and our country company lawcase analysis, comparison, points out the applicable circumstances of our country is toonarrow, imperfect rules, fuzzy. Because of this legislation, triggered the first "Gu Bao he case"issue, on the basis of the first paragraph of article seventy-five of the company law in thesecond transfer main property that belongs to the main property, what standards are discussedand concluded that on a specific case to apply.The fourth part, limited liability company share buyback claims the eligibility of subject.The main body of the rights is the company’s shareholders, and shareholders of objection, butin reality a shareholder due to a combination of various factors, differ in thousands ways. Sothis part of the first foreign countries and our country, the essay discusses the main provisionsof company law to exercise, it is concluded that the shareholders should fall within the scopeof rights subject. And then discusses its children, especially for effectively notified if acompany called procedure flaw and not to the shareholders, which missed its disagreeing toparticipate in the shareholders’ committee, request the company to repurchase equity, whethercan become the eligibility of the main body exercising rights were discussed, this will affectthe company and shareholders equity interests, business efficiency and fair, is typical. Finallyreturn to practice and solve the case issue.The fifth part, the front of the right of claim for a limited liability company sharebuyback program. This program have relationship problem advocate for the rights ofshareholders can directly Sue, this part analyzes that China’s "company law" in the secondparagraph of article seventy-five of the "the rules of the negotiation within60days" does notbelong to the exercise of the rights of prepositional procedure, the shareholder may file a suitdirectly, based on analysis of the case. The sixth part, suggestions and measures. The case has been presented and indirectlyreflects as the starting point, combined with lack of legislation in our country, puts forwardsome proposals to perfect the appraisal rights of the shareholders of the.