Research On Share Repurchase System Of Limited Liability Company In China

Limited liability company is one of the most common and important corporate legal persons in China's economic market,and the shareholders who invest to establish limited liability company take the equity they hold as the symbol of their shareholder status,and enjoy the rights of assets income and major decisions according to law.When shareholders want to quit the company,you can choose the stock transfer,reduce exit or company is disbanded,but these three ways of exit,restricted by the transferee intention of equity assignee and the other shareholders intend,the influence of such factors as especially co.,LTD.Strong cohesion and the characteristics of sealing ability,increasing the medium and small shareholders in the foregoing three ways to select out of the difficulty of the company.In practice,there are more and more situations of share repurchase that are not stipulated in the company law,because there are no clear legal provisions,and there are more cases of different judgments in the judicial practice.Therefore,it is urgent to improve the share repurchase system of China's limited liability companies in combination with the current situation of legislation and judicial practice.Starting from finding problems,studying problems and solving problems,this paper adopts the method of successive and progressive succession to study the share repurchase system of China's limited liability companies in four chapters.The main contents of each chapter are as follows:The first chapter is a limited liability company overview of share repurchases,mainly on the concept and categories of the share buyback,share repurchases and reduce exit and the difference between the stock transfer,and the principle of share repurchases,including capital maintains principle,the principle of balancing of interests,the principle of freedom of contract theory study,in order to accord to the fourth chapter analysis the legitimacy of the buyback do bedding,providing discusses the theoretical basis of research.At the same time,the significance of share repurchase of limited liability companies is analyzed,,so as to explain the importance of improving the share repurchase system of limited liability companies in China.The second chapter,it will be one of the share buyback legislation evolution and present situation of the company law in our country develop and change after five times since 1993,when the third change was set up for objection shareholder buyback,but after two has not been modified to make any revision of the provision,and other provisions on limited liability company share buyback also referring to the Supreme Court's judicial interpretation and meeting minutes,not form a clear system of share repurchases,around the provisions of the supreme court is also based on the company law and the supreme court repurchase the content of the right of dissent shareholders,applicable to the specific habitancy slightly,in addition to this,there are no other provisions on share repurchases.The third chapter,based on the second chapter of our limited liability company share buyback legislation imperfect situation,combining with the judicial practice,the applicable law to our country limited liability company share buyback dilemma is analyzed,mainly reflected in the share buyback scope is narrow,the exercise of shareholders subject qualification and sources of funds for the share buyback with out make clear a regulation,companies buy back shares after disposal mechanism is missing,at the same time,in the judicial practice common purpose and the legitimacy of the share buyback,carries on the analysis from the perspective of practice,in the hope of our country while improve the system of share repurchases can enlarge the scope of share repurchases,from the legislative level to affirm the legitimacy of share repurchase.The fourth chapter,to our country the legislative suggestions of limited liability company share buyback,from two aspects of entity and procedure,puts forward suggestions for perfecting the share buyback laws and regulations,including expanding scope,share repurchases must accord the legitimacy of the share buyback,have not contributed to the shareholders of the exercise of right of repurchase,allowing companies to use any pay accumulation fund share repurchases,and limit the transfer or cancellation deadline after share repurchases,and restrictions on repurchase shares the shareholder's right of defense,etc.At the same time,from the perspective of the creditor's interest protection mechanism construction,the paper puts forward some suggestions on the improvement of the share repurchase system of China's limited liability companies.