A Study On The Right Of Request For Equity Shareholders Of Dissenting Shareholders Of Limited Liability Companies

According to the actual development of the objective economy,after the revision of the Company Law in 2005,the dissenting shareholders have the right of claim for share repurchase for the first time in article 75,which was subsequently changed to Article 74 in the revision of the company law in 2013.Stock repurchase of a limited liability company refers to a legal system in which shareholders who have objections to a specific change in the company can request the company to buy back their shareholdings in a paid way in order to break away from the company and recover the value of their shareholdings.It can be seen that the right to claim equity repurchase is an important right of shareholders,especially plays an important role in guaranteeing the small and medium-sized shareholders to avoid making decisions against their will under the principle of capital majority.Article 74 of the Company Law protects shareholders’ right to repurchase their shares,but with the rapid development of commodity economy,the degree of protection obviously does not match with it.Therefore,we need to improve the corresponding repurchase system so as to continue to provide the corresponding institutional guarantee for the objective economic development.Based on the relevant specific judicial cases,this paper explores the relevant functions of the share repurchase system of limited liability companies,the difficulties in judicial practice and the reconstruction and improvement of the share repurchase.This paper is divided into the following four parts:The first part is the share repurchase system of limited liability company.It analyses the withdrawal mechanism of minority shareholders under the oppression of large shareholders,the withdrawal mechanism of the company throwing a divergent change,and the withdrawal mechanism of shareholders after the breakdown of the company’s human compatibility.Combining with the corresponding cases,the neglect of the company’s stability and the damage to the rights and interests of relevant parties,and explains the contradictions and problems existing in the share repurchase system.The third part discusses the difficulties encountered in the practice of share repurchase system in China’s limited liability companies.Equity repurchase of limited liability companies is essentially an autonomous category,and there are contradictions and drawbacks in legislation to legalize it;the criteria for determining the repurchase price,and the conflict between the repurchase system and the principle of capital maintenance.The fourth part elaborates the restructuring of equity repurchase system mainly puts forward three regulatory ideas.Firstly,the system of share repurchase is regarded as the last remedy for dissenting shareholders,secondly,the pre-procedure of information disclosure is constructed,and finally,the exercise of the right of claim for share repurchase is specifically limited to balance the rights and interests of all parties.The fifth part mainly from three aspects:defining clearly the right subject,expanding the scope of application of the share repurchase system,standardizing and clarifying the procedures of the share repurchase system.