To Build Agreed Share Repurchase System In Co.Ltd

As a relief right for minority shareholders,the Company Law in 2005 has established the system of the shareholder's appraisal rights.In the subsequent revision of the Company Law,the share repurchase system of stock company is becoming more and more perfect.However,the right of dissenting shareholders of limited liability company has not been modified,which is difficult to meet the needs of practice.No matter academic or judicial practice,the limited liability company can repurchase shareholders rights not according to article 71(4)arouse controvert.The Court at all levels has the phenomenon of the same case have different judgement lead to the waste of judicial resources.In fact,the share repurchase system is no corresponding regulations in our Company Law.For the article of association restrict clause of internal transfer of shares,whether it should be determined to be valid in accordance with Article 71(4)of the Company Law or whether it should be invalidated in violation of Article 74 of the Company Law.There is no answer.This article refers to the relevant provisions of extraterritorial law,and puts forward some suggestions on the construction of China's agreed share repurchase system.