Study On The Validity Of Share Buyback In Limited Liability Company Agreement

Nicklas,President of Columbia University,declared that "limited liability company is the greatest invention in modern times.If it is less than that,the importance of steam turbine and electric power will also be reduced".The limited liability company has become one of the most important organizational forms of human society.A company's charter is a fundamental document for the construction of a limited liability company.Its importance is similar to that of a country's constitution in terms of its shareholders and other related parties.In practice,if the validity of the articles of association is disputed,judicature is often the ultimate solution.Because the law is too broad,the judicial staff on this issue to understand and grasp is not unified,and even had a "somesentence" phenomenon.This deviation from the judicial justice of the pursuit of value,also detrimental to the authority of the judiciary.This article,starting from the judicial practice and combining the law theory and the relevant provisions of the company law,analyzes the factors that affect the validity of the articles of the articles of association.Taking the case of equity dispute between “Xie Mou,Deng Mou and Zhuzhou Architectural Design Institute Ltd.” as an example,this paper analyzes the effectiveness of equity repurchase clause in the articles of association of limited liability company.The dispute focuses on the following three aspects: the effectiveness of the repurchase clause of a statute,and the violation of the articles of association,which determines the validity of the regulation.This article is analyzed from the legal theory one by one.Based on the detailed analysis of the core concepts of equity and equity repurchase,this paper discusses the reasons for the validity of equity repurchase clauses from three aspects.The standard of equity price in the case directly affects the effectiveness of the repurchase clause of the statute.This article is a special discussion.With regard to the determination of the effectiveness of share repurchase,the company law of China is changing from legal restrictions to the autonomy of the statute.Based on the analysis of judicial practice and related theory,this paper further improve the regulations of limited liability company to provide suggestions: to cultivate the sense of economic democracy,clear the autonomy of company charter boundary,construction of both "reasonable and legitimate" articles of association of the company limited effectiveness standard.