Research On The Localization Of The Claim Right Of Stock Repurchase Of Limited Liability Company

With the emergence of the principle of “capital majority”,the system of equity buyback claim of limited liability company comes into being to safeguard the interests of minority shareholders.Although the Company Law of China stipulated the system in2005 and revised it in 2013,there are still some problems in the practice application of the system,such as imperfect application conditions,unclear identification of specific standards and unclear exercise procedures,due to the lack of refinement of the system.Unreasonable solution to these problems may lead to the phenomenon of different judgments of the same case in judicial practice,which has a huge impact on the fairness of the law.Therefore,we try to study the concept of the right to purchase shares of limited liability companies,combined with typical cases,to better improve China’s shareholder buyback mechanism,in order to balance the interests of companies and shareholders,and promote the benign development of China’s corporate system.This paper is divided into four chapters,from the basic principle of the limited liability company’s share buyback claim,the subject of application,the order of exercise,the application of four points of view to explain the limited liability company’s share buyback claim system.The first chapter the concept of the right of claim for share repurchases and the share buyback rights theory and basic knowledge,such as,the theory of anticipated income inequality theory,market equity theory(capital majority)theory and the economic analysis theory,and introduces the share buyback claims the concrete application in judicial practice,and legal problems.The second chapter analyzes the applicable subjects of the right to claim for share repurchase of limited liability companies,and makes a judgment on whether non-voting shareholders,successor shareholders,shareholders with defective investment,and hidden shareholders should exercise the right to claim for share repurchase based on the reference of overseas legislative cases.Co.,LTD.,stock repurchase right in chapter 3 discusses the specific implementation of program and put forward its should include shareholder interests inform obligation to carry out the object in written form,dissent shareholders,the shareholders’ committee that dissent attitude,objection shareholder buyback submission in written form,share repurchase implement five procedures,such as share buy-back in order to better improve co.,LTD Application right system.The fourth chapter analyzes the actual application of the right of share repurchase of limited liability companies,and discusses the determination methods of “the enterprise does not distribute profits for five consecutive years”,“important property” and“reasonable price”,and discusses the specific conditions of the actual application of the right of share repurchase.To sum up,in this paper,first of all,from the basic definition of a limited liability company share buyback claims and basic theory,elaborates on the limited liability company share buyback right of claim in the practical application of the basic requirements for the shareholders,as well as a limited liability company share buyback for specific steps,finally expounds the practical applications of this limited liability company share buyback claims,Based on the analysis of foreign legislative cases and Chinese domestic cases,the paper puts forward specific suggestions to rationalize the claim right of share repurchase of Chinese limited liability companies and promote the better role of share repurchase system in practice.