股份回购,亦称“公司买回自己股份”。公司禁止买回自己的股份主要系基于资本维持原则,2005年10月27日修订的《中华人民共和国公司法》(以下简称《公司法》)第143条有条件地允许公司买回自己股份,这是不小的进步,但从操作层面看仍有可商榷之处。本文结合金融学和法学原理对《公司法》关于股份回购的规定进行分析,认为应当在设计上增加股份回购的功能条件,加强制度设计,并对操作手段予以细化。 Share repurchase, also known as “companies buy back their own shares.” The Company’s prohibition on buying back its own shares is mainly based on the principle of maintaining capital. Article 143 of the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”) as amended on October 27, 2005 allows the Company to repurchase its own shares subject to conditions, This is not a small improvement, but it is still open to question at the operational level. This article analyzes the provisions of “Company Law” on the repurchase of shares according to the principles of finance and law, and thinks that the functional conditions of share repurchase should be increased, the system design should be strengthened, and the means of operation should be further refined.