Study On The Right Of Repurchase Of Share Right Of Dissenting Shareholders Of Limited Liability Company

The resolution of the dissenting shareholder's share repurchase means that the shareholders' meeting has made a resolution that seriously affects the interests of the shareholders,to give dissenting shareholders the right to request the company to repurchase its own shares.The specific performance of the dissenting shareholders may require the company to assess the value of the shares held by the company at a reasonable and fair price to repurchase.The birth of the system,to the company's rights and interests of minority shareholders to provide a means of relief,to a certain extent make up for the "capital majority" model brought about by the drawbacks.The "Company Law",which was revised in China in 2005,clearly stipulated the right of the shareholders to repurchase the shares of the dissenting shareholders.This is an important change in the legislation of the Company Law of the People 's Republic of China,which provides a clear legal basis for the protection of the rights and interests of the dissenting shareholders.However,the "Company Law" on the system is only a principle of the provisions,there is no corresponding implementation details,resulting in its lack of practicality in practice.This article mainly uses the methods of comparative analysis,semantic research,value analysis and other research methods to analyze and elaborate the right of the shareholders to repurchase the shares of the dissenting shareholders of the limited liability company.On this basis,this paper puts forward some suggestions on further improving the system.This article is divided into four parts:.The first part,the basic theory of dissenting shareholders' share repurchase claim.First of all,the concept of the right of claim of the dissenting shareholder's share repayment is explained,and the specific meaning of the expressive interest is analyzed from several angles.Secondly,according to the classification of the shareholders 'equity in the theory of corporation law and the theory of the rights of civil law,this paper analyzes the legal nature of the right of claim of the dissenting shareholders' share repurchase,that is,the right of self-interest,the right of ownership,the individual shareholder right and the formation right.Finally,the author analyzes the influence of the right of claim system of dissenters on the dissenting shareholders,other shareholders,companies and creditors,and proves the necessity of its existence with its extensive institutional value.And combine the theory of three kinds of theories about the claim system of the shareholder's share repurchase of the dissenters,and carry on the multi angle analysis to it.The second part discusses the current situation and existing problems of the right of shareholders to repurchase shares of dissenting shareholders.First of all,it introduces the current situation of legislation in our country,and analyzes the three cases of the first item from the legislative background and the legislative provisions in combination with the provisions of article 74 of the Company Law.Second,the company,dissenting shareholders,creditors,the repurchase price of these four angles,the legal provisions of which there is a summary of the classification.The third part introduces the extraterritorial legislation system.Mainly from the United States closed company dissenting shareholder equity repurchase request system,the German limited liability company dissenting shareholder equity repurchase request system and China's Taiwan Province”Company Law”the relevant provisions of the study,summed up the various countries,regional legislation showing the characteristics and advantages.On this basis,the paper analyzes the significance of extraterritorial legislation on the system of claim for repurchase of shareholders in China.In the fourth part,the author puts forward some suggestions on how to improve the system of the right of repurchase of shareholders.First of all,should improve the dissenting shareholders to exercise the right to buy shares of the relevant content.For example,it is necessary to exercise the content of the right to repurchase the shareholders of the dissenting shareholders,whether the shareholders of the defective shareholders,the shareholders,the non-voting shareholders and the hidden shareholders have the right to claim the repurchase of the shareholders;The situation of the law,the relevant provisions of the law to refine;improve the dissenting shareholders of the right to repurchase the right to exercise the procedure,to make a written objection and make a request to buy back.Second,increase the company's restrictive obligations.For example,the source of the funds to repurchase restrictions;improve the company's repurchase options;the company in the shareholders meeting before the meeting should fulfill the obligations of the notice.Again,build the creditor's interest protection mechanism.For example,the source of the funds to repurchase restrictions;improve the company's repurchase options;the company in the shareholders meeting before the meeting should fulfill the obligations of the notice.Again,build the creditor's interest protection mechanism.For example,the creditor supervision mechanism is introduced and the creditor relief system is established.Finally,a reasonable equity repurchase price mechanism is constructed.For example,the method of increasing the repurchase price of shares;when the repurchase price is controversial,how should the parties determine the repurchase price better in order to balance the interests of all parties...