Analysis On Shares Repurchase Of Limited Liability Company In Our Country

The implement of New Companies Act 2014 is the gradual liberalization of the regulatory capital, which enables enterprises’ operational autonomy to expand gradually on the basis of compliance with corporate autonomy. Legislative, legal system has expressly provided repurchase of stock limited company,compareing with limited liability company on this system in the absence of company law, but belong to the state, only listed in the Law Dissenting Shareholder Share Repurchase three kinds of legal claims in the case, but the statute its very nature different opinions, scholars disagree(from this point of view the focus and core concerns, as two distinct systems). Verdict conflicts in judicial practice, due to the absence of law and the administration of varying academic attitude, leading to the reality of the court comes to a limited liability company to repurchase equity case. Therefore demand judicial practice, a limited liability company to build equity buyback system would be very urgent and necessary. Go back to the academic attitude of, given Ltd. on Share Repurchase system has been basically established, and its corresponding discussion for various academic are endless, but for a limited liability company research on this system are few. Early States Law equity repurchase is prohibited, but with the attitude of the economic development legislation also will change, the State Law US, Germany and Japan are taking now represented by "principle allows, additional restrictive conditions.", this paper based on national legislation based on the model, to conform to the trend of integration of law, through the national legislation analyze patterns and learn in order to repurchase shares of the limited liability company to build systems play a major inspiration.This paper is organized into four sections on the Establishment of a limited liability company to repurchase shares to demonstrate the system in which each major part as follows:The first chapter is a different definition of identification and judicial practice of China limited liability company to repurchase shares in the repurchase of equity analysis. This section describes the meaning of the repurchase of shares and the dialectical analysis of its relationship with Dissenter ’rights; and the case cited by way of showing there are different finds the status quo for the limited liability company to repurchase shares of our current judicial practice and summarized and analyzed the current situation and identified basis.The second chapter is the analysis of a limited liability company for the current buy-back of equity and justice to solve puzzles pathway. Under the existing judicial pointed out that the root of the background of "co-different sentence" that vacancy, theoretical understanding of different specifications and other corporate law issues through the first chapter case studies; secondly, to the American judicial practice, the German judicial practice and judicial practice in Japan analyze, summarize the evolution of national legislation presented to the characteristics, advantages, on the basis of its analysis reference section provides for our current situation, trying to find a solution puzzled our judicial channels.The third chapter analyzed separately from the necessity and legitimacy of the Establishment of a limited liability company to repurchase equity regime. When the need to analyze the needs and limitations of two levels of reality Dissenter tenure system expanded repurchase shares in order to be able to condition our current legislation and practices in place to analyze and correct pulse. When analysis of the legitimacy mainly from the charter agreement with Law decree whether conflict, stock repurchase does not violate the principle of equality of shareholders, repurchase shares does not violate the principle of capital maintenance, stock repurchase does not violate the principle of several independent personality aspects, and It was analyzed to demonstrate each of the limited liability company to build the basis of equity repurchase system has legitimacy.The Fourth chapter in view of the above analysis of the Limited Liability Company Share Repurchase regimes rule builder. First, that the rules of procedure should be set up, such as the pre-disclosure obligations, as well as decision-making power vested after treatment repurchase repurchase shares in order to achieve a limited liability equity repurchase program system to a greater extent on scientific rationality; secondly on the basis of the rules of procedure of the repurchase of shares and the applicable conditions to limit the financial resources to achieve the interests of the company and its creditors to prevent the erosion of the object obtained; Finally, the validity of an act is illegal repurchase argument that summarizes and analyzes the for each country the legal effect of the repurchase of illegal behavior, and on the basis of the law on liability to repurchase shares is provided with the relevant provisions.