我国有限责任公司异议股东股份回购法律制度重构

Legislative Reconstruction on Appraisal by Dissenting Shareholder of Ltd. in Our Country

异议股东股份回购制度又称异议股东股份回购请求权制度,是立法者基于衡平理论为防止强势股东利用资本多数决原则恶意侵害弱势股东合法权益而创设的一种股东利益保护机制。我国2005年修订的公司法借鉴域外国家先进立法经验,正式确立了异议股东股份回购制度,但尚存一些问题。扩大异议股东股份回购制度的适用范围,严谨法律条款、明确权利主体范围、细化权利行使程序、健全债权人保护机制已成为今后公司立法修正的当务之急。

The system about the Dissenting Shareholder＇ Rights of share-repurchasing, also known as the Appraisal Rights of share-repurchasing by Dissenting Shareholder, is a mechanism to protect the interests of shareholders, which is based on the Equity theory by the legislators for preventing the strong majority shareholders maliciously abusing The Principle of Capital Majority Decision against the Legitimate rights and interests of the disadvantaged shareholders. The Companies Act amended in 2005 drew on the advanced legislative experiences outside the country and established the formal system about the Dissenting Shareholder＇ Rights of share-repurchasing, but there are still some problems. Expanding the scope of Shareholder＇ Rights of share-repurchasing, making clear the main application of the system about the Dissenting scope of the rights, exercising the refine procedures of the rights and improving the mechanisms for creditor protection have become the most pressing matter in the Company Act＇s amendment.