A Limited Liability Company For Dissent Shareholder Sequity Repurchase System Research

Modern company, the shareholders’ committee resolution usually adopt the way of "capital majority", this way of resolution while in today’s social and economic operation and law of development, but also can be paid more shareholder control and crowd out small and medium-sized shareholders, and damage the interest of minority shareholders of a sword. Objection shareholder equity repurchase the birth of the system of right of claim, the protection of the rights and interests of minority shareholders for the company provided a legal relief way, to a certain extent, make up the disadvantages of "capital majority" model. Limited liability company are closed its inherent features, this feature causes the equity transfer quite limited, unlike LTD, which can be traded, so the objection shareholder buyback claims system study is more important. This paper tries to start from two angles of entity and procedure,by analyzing the shortage of legislation in China and draw lessons from foreign advanced theories and legislative cases, in order to perfect our country’s limited liability company share buyback system of right of claim. This article includes the following five chapters:The first chapter of this article selected topic background and research methods are introduced, mainly expounds the practical value of the system and the current research situation at home and abroad.The second chapter investigates the concept and significance of the system, and analyzes the theoretical basis and legislative status quo of our country, to clarify the basic concepts, points out the unique value of the system.The third chapter of the system in our country the present situation of the legislation of meticulous analysis, word for word to deeply analyze law.The fourth chapter in combination with judicial practice, analyze our country company law for limited liability company share buyback the regulation of system of right of claim is incorrect.The fifth chapter puts forward LTD in China for share repurchases system perfect several Suggestions, which is the focus of this paper. Mainly focus on entityand procedure two aspects, on the entity including expanding the applicable scope,clear rights main body, clear repurchase the limitation of capital source, and the exercise of power, application mainly includes refining exercise program and improve the price.