Empirical Study On The Share Repurchase System Of China's Limited Liability Company

China's limited liability company share repurchase system is mainly stipulated in Article 74 of Company Law of the Peoples Republic of China.This article made a brief provision on the statutory and procedural matters concerning the repurchase of shares of a limited liability company.Two main problems in judicial practice were found by studying from the perspective of empirical analysis of the 226 cases.Firstly,When the cause of Article 74 of the "Company Law" was not satisfied,the legitimacy of contract and creditor protection are two problems in agreed repurchase.The legality of contractual repurchases needs to be considered in the dual perspective of contract law and company law.From the point of view of contract law,the agreed repurchase follows the principle of autonomy of the will and needs to be tested against the circumstances in which the contract specified in Article 52 of the Contract Law is invalid.From the perspective of company law,there are two important factors that determine the legality of agreed repurchase agreements.One is whether it is possible to negate the effect of repurchase agreements on the basis of non-compliance with the reasons for legal repurchase.The second is whether or not it constitutes withdrawal of capital,which affects the principle of capital maintenance,and thus affects the Creditor interests.In addition,in the contract repurchasing,the interests of the creditors need special attention,and the restrictions on the repurchasing object,the main body of the repurchase,and the source of the repurchasing funds can protect theinterests of the creditors.Secondly,when the statutory cause of Article 74 of the“Company Law” occurred and the shareholders and the company failed to reach an effective agreement and litigate before the court,the court lacked a set of effective pricing mechanisms.A reasonable pricing mechanism should fully respect the autonomy of the parties and,if the parties fail to negotiate,they must be confirmed through judicial assessment procedures.Judicial assessment needs to be improved in both the assessment method and the reference date.This article is divided into three parts,the main contents of each part are as follows:The first chapter mainly introduces the basic theory of equity repurchase of limited liability companies,points out the problems existing in judicial practice,introduces the research methods of this article in detail,and analyzes the overall situation of data presentation.The second chapter focuses on the problems of parties agreed by contracts or by-laws in the form of repurchase agreement,when there are no statutory causes of Article 74 of the Company Law.This chapter starts from the dilemma of judgments exposed in judicial practice,analyze the legitimacy of contract and creditor protection in agreed repurchase.The legality of contractual repurchases needs to be considered in the dual perspective of contract law and company law.From the point of view of contract law,the agreed repurchase follows the principle of autonomy of the will and needs to be tested against the circumstances in which the contract specified in Article52 of the Contract Law is invalid.From the perspective of company law,there are two important factors that determine the legality of agreed repurchase agreements.One is whether it is possible to negate the effect of repurchase agreements on the basis of non-compliance with the reasons for legal repurchase.The second is whether or not it constitutes withdrawal of capital,which affects the principle of capital maintenance,and thus affects the Creditor interests.In addition,in the contract repurchasing,the interests of the creditors need special attention,and the restrictions on the repurchasing object,the main body of the repurchase,and the source of the repurchasing funds can protect the interests of the creditors.The third chapter mainly introduces the problems and perfection of the court in determining the price in the share repurchase system of the limited liability company in our country.The problem lies in the fact that our country lacks a set of effective court discretion mechanism.A reasonable pricing mechanism should fully respect the decision between shareholders and company.If the parties fail to negotiate with each other,the judicial assessment procedure should be taken.Judicial assessment needs to be improved in both the assessment method and the benchmark date.