Research On The Boundary Problem Of Equity Repurchase Of Limited Liability Company

As an“exotic product”,the stock repurchase system is naturally underdeveloped in my country and abroad.At present,although there are provisions on share/equity repurchase for two types of typical enterprises,limited company and joint-stock company,the situation of repurchase is very limited.With the gradual opening of the market and business environment,the“humanity”is no longer so rigid.For the development of companies or shareholders,there have been a large numberof cases of share repurchase stipulated in the articles of association or agreed by individuals in judicial practice.So,does the articles of association stipulate or agree that the repurchase of your own equity is in line with the principles of company law,legal and reasonable? Due to the imperfection of the existing laws,the judgments or judgments made by various courts are naturally different,or even vary widely.Therefore,it has important practical guiding significance to study the boundary problem of equity repurchase of limited liability company.There is no theoretical flaw in transplanting the repurchase system in my country,and there is no legal and logical obstacle for companies to hold their own equity.The “Minutes of the Nine Peoples”and the Supreme People’s Court Guiding Cases also recognize the validity of the VAM agreement in the form of repurchase.However,due to the principle of capital maintenance,many courts did not recognize this,resulting in a chaotic situation in the judgment,and the company could not be “rescue”.With the development trend of the repurchase system itself from“prohibition”to“freedom”and the“moderation”of the principle of capital maintenance,it is necessary for us to update the legal provisions in a timely manner.Therefore,in order to truly and effectively give full play to the legislative purpose of the limited company repurchase system to help companies finance,stimulate the vitality of the enterprise market and protect the interests of creditors,this paper finds the root of the problem in the processof empirical analysis of a large number of cases.After researching the boundary issue,he proposed to change the existing legislative model,establish a model of “permissible in principle and prohibited by exception”,and proposed amendments to“expand”the boundary of equity repurchase,to stimulate the endogenous power of the company.Of course,in order to avoid the abuse of the repurchase system under freedom,the expansion should alway adhere to the principle of capital maintenance after the repositioning of the connotation,and restrict various shareholder entities and procedures for equity repurchase.