A Limited Liability Company Shareholders Right Of First Refusal System Research

Shareholders’preemptive rights system, is the preemptive right in the civil law system in the field of company law applicable. Company law rivised in2005learn from foreign advanced experiences of legislation, transfer of ownership to limited liability company special norms on issues, revised and improved the old system of the pre-emption rights of shareholders in the companies Act, but there are still some problems and defects. This article is intended to discuss on the follow subuject:an overview from the shareholders’pre-emption rights, the conditions of exercise of the right of pre-emption of shareholders, how to exercise shareholders ’preemption rights in special cases, legal protection, Improve the pre-emption rights of shareholders in limited liability company share transfer shareholders’ preemptive right.Outside the quote of the article subject is divided into five parts. Part I: overview of the pre-emption rights of shareholders, shareholders’preemptive right through the case analysis, leads to the study of this system, using the basic theory analysis on the system of civil law, providing a theoretical basis for thesis writing. Part II:exercise of the right of pre-emption of shareholders through analysis to act in the72nd, discussed the conditions on the exercise of the right of pre-emption of shareholders, we focused on the shareholders’preemptive right prerequisites for the exercise, body condition, exercise period, as well as the real condition. Part III: exercise of the right of pre-emption of shareholders under the special circumstances, mainly on the solution when the articles of company is conflict to company law, exercision part of the right of pre-emption issues,how to exercise the right of pre-emption when the share belong to one shareholder. Part Ⅳ:legal protection of the shareholders’ preemptive right, mainly discusses the effect of contract when transfer case against other shareholders’ pre-emption rights of shareholders and share transfer contract concluded by the third person. Part Ⅴ:How to perfect the limited liability company shareholders’ preemptive right in the stock transfer system.