On The Shareholders’ Pre-emptive Rights Of The Limited Liability Company

Pre-emptive rights of shareholders of a limited liability company shareholder transfers its capital contribution to the shareholders other than the approval of the majority of all shareholders, other shareholders of the company under the same conditions, the contribution to enjoy the priority to buy the right. China’s new "Company Law" limited liability company shareholders pre-emptive system provides, The purpose of appropriate restrictions on the transfer of shareholders’ equity, to prevent the equity excessive free flow of the company’s internal and socio-economic impact, the maintenance of the appropriate co-author of a limited liability company and equity legitimate free flow of. Our new Company Law "is still stuck on the principle provisions, transfer methods, procedures, and understand there is no provisions in the law, relative to the complex transfer of equity practice Law in China still need to further improved. To this end, the author attempts to whom exploration, and hope that our shareholders pre-emptive legislation to provide useful help.The article is divided into four parts, respectively, from the shareholders pre-emptive Overview, Elements of the exercise of shareholders’ preemptive rights, violations of the pre-emptive rights of shareholders and legal protection, as well as for the problems raised by targeted legislation proposed to commence. The first part an overview of the shareholders’ pre-emptive system, including the meaning and the legal nature of the shareholders’ preemptive rights, and legal basis of the shareholders’ preemptive rights and the Chinese and foreign shareholders pre-emptive rights of the legislative status quo analysis and explore for shareholders priority right to purchase the system has a basic understanding.The second part of the exercise of shareholders’ preemptive rights in China were analyzed divided into the formal requirements and the substantial elements from the exercise of shareholders’ preemptive rights in the three situations as well as several practice problems easily lead to disputes Analysis attempt to provide a specific legislative ideas to China’s legislation in the exercise program.The third part of the Elements, as well as the legal protection of shareholders ’preemptive rights violations, combined with the civil law in general tort Elements, analyze, and ideas for our country finds the infringement of shareholders’ pre-emptive legislation.The fourth part, for the above-mentioned and judicial practice in common problems easily lead to disputes, the author from the five aspects of the recommendations on Law in China, I hope to be helpful in our legislation.