Research On Legal Issues Of Stock Repurchase Of Mycountry’s Limited Liability Company

In recent years,with limited liability companies signing equity repurchase agreements with shareholders to facilitate financing and other needs,it has become the norm.The legal provisions on equity repurchase of limited liability companies in my country are mainly found in Article 74 of the 2018 "Company Law of the People’s Republic of China".It is a simple regulation,but the content of this law also has a certain degree of rigidity and ambiguity.In addition,with regard to issues such as whether a limited liability company and its shareholders can repurchase the company’s equity in the form of an agreement,what regulations should be adopted for the implementation of equity repurchase,how to determine the price of equity repurchase,and how to protect the interests of the company’s creditors,the current legislation It has not been clarified yet,and the judgment link in judicial practice has inconsistent attitudes,or even contradictory attitudes,on issues such as determining the validity of the equity repurchase agreement,whether the equity repurchase can be performed,and how to determine the equity repurchase price.This paper firstly studies the theoretical basis and legislative status of the stock repurchase of my country’s limited liability company,in order to provide corresponding theoretical guidance and legal advice for the clarification and solution of the legal problem of the stock repurchase of my country’s limited liability company.Secondly,this paper focuses on the empirical analysis of 113 cases of equity repurchase disputes of limited liability companies in China,and combined with the normative analysis of relevant legislation,it is found that there are five main problems in the equity repurchase of limited liability companies in China: First,statutory The content of equity repurchase is relatively rigid and vague,which is prominently manifested in the procedural conditions and some content such as “profit for five consecutive years and no profit distribution for five consecutive years”.The regulations are rather vague;second,there are disputes over the validity of the equity repurchase agreement,which is mainly reflected in judicial practice as to whether Article 74 of the current "Company Law of the People’s Republic of China" is a prohibitive provision and whether the equity repurchase agreement of course violates the company There are disputes over the understanding of the principle of capital maintenance;third,the implementation of equity repurchase is difficult to achieve,which is mainly manifested in judicial practice disagreement on whether the capital reduction procedure should be preceded by the implementation of equity repurchase;The outstanding performance is that on the one hand,in the case of judicial evaluation of company assets to determine the equity repurchase price,the court’s choice of the company’s asset evaluation base date is rather confusing,and on the other hand,in the equity repurchase agreement,the repurchase price and its calculation method are stipulated.In the case,there is a dispute over whether the court can adjust the agreed price;fifth,the interests of the company’s creditors in the equity repurchase dispute are not guaranteed,which means that the company’s creditors are in a weak position in the equity repurchase dispute,and their creditor’s rights cannot be fully realized.In this regard,the legal protection of the interests of the company’s creditors is lacking.Finally,based on the proposed theoretical basis and empirical analysis,this paper puts forward targeted suggestions for the five problems found,hoping to help solve the legal problem of equity repurchase of limited liability companies in my country,and promote the smooth development of equity repurchase of limited liability companies in my country.