Where a limited liability company is under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(1) The company has not distributed profits to shareholders for five consecutive years, but it has made profits for five consecutive years, and it meets the conditions for distributing profits stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting adopts a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders. For a joint stock limited company, the company may not purchase the shares of the company.
Article 142 of the Company Law A company may not purchase its shares. However, except for one of the following circumstances:
(1) Reduce the registered capital of the company.
(2) Merging with other companies holding shares of the Company;
(3) Rewarding shares to employees of the Company;
(4) Shareholders request the company to purchase their shares because they disagree with the resolution of merger or division made by the shareholders' meeting.
Where a company purchases shares of the company due to items (1) to (3) of the preceding paragraph, it shall be decided by the shareholders' meeting. After the company has purchased its shares in accordance with the provisions of the preceding paragraph, it shall be cancelled within 10 days from the date of acquisition in case of the first circumstance; In case of items (2) and (4), it shall be transferred or cancelled within six months.
The company's purchase of shares of the company in accordance with Item (3) of the first paragraph shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition are paid from the after-tax profits of the company; The acquired shares shall be transferred to the employees within one year.
A company may not accept its own shares as the object of pledge.
How to buy back dissenting shares?
Generally speaking, share repurchase will have a great impact on the company, other shareholders and creditors of the company, so the repurchase must generally be reviewed by the board of directors and approved by a majority vote of shareholders. According to the provisions of the Company Law, the exercise of dissenting shareholders' share repurchase claims includes agreement repurchase and litigation repurchase.
1. Agreement repurchase:
If the matters discussed at the shareholders' meeting convened by a limited liability company involve more than one legal matter, it shall inform the shareholders in the notice of the shareholders' meeting. If there is any objection to the voting result, the shareholders may exercise the request for share repurchase.
Within 60 days after the resolution of the general meeting of shareholders is passed, the dissenting shareholders agree to buy back shares from the company. The successful parties will sign a written agreement, and the company will buy shares at a reasonable price. The agreement to buy back shares is a manifestation of the autonomy of the parties. There is no limit to the number and time of holding shares, and the agreement of the parties should be respected.
2. Litigation repurchase:
If the dissident shareholders of a limited liability company fail to reach an agreement with the company on share repurchase, they may directly sue the company for share repurchase. According to the provisions of the new Company Law, shareholders can bring a lawsuit to the people's court within 90 days from the date when the resolution of the shareholders' general meeting is passed.
Litigation repurchase can only be filed on the premise of failure of agreement repurchase, which is the pre-procedure of litigation repurchase.
To sum up, it is not always possible for a company to recover its equity, and it must meet certain conditions before it can recover it. In addition, it must be compensated for the same value. Therefore, the recovery must be handled in accordance with the provisions of the company law, so that the company will not bear any legal responsibility.
The above is the question about whether the company can recover the rights and interests of minority shareholders, which I hope will help you.