Limited Liability Company Shareholders Pre-emptive Legal Issues

Pre-emptive rights of shareholders of a limited liability company in the1993Companies Act and the2005Law has clear provisions, reflecting the willingness of lawmakers for the protection of shareholders’ preemptive rights. However, the clear legislative provisions of the shareholders’ preemptive rights to shareholders to exercise this right to bring convenience, but in practical operation, showing a variety of dispute resolution blank on the legal basis for the phenomenon, for shareholders to exercise preemptive rights defined is not clear. Thus, of great significance and the very necessity of legal issues for the shareholders’ preemptive rights.In this paper refer to the provisions of Article36of the1993Companies Act. to analyze the inadequacies of section72of the2005Companies Act on the provisions of the shareholders’ pre-emptive rights of the limited liability company, combined with the2011Companies Act explained (c) refinement requirements are the main themes of the limited liability company shareholders pre-emptive legal issues. The first part mainly expounds the general principles of the shareholders’preemptive rights of the limited liability company into the meaning and characteristics of the shareholders’ preemptive rights, the theoretical basis and given the significance of three small portion of shareholders’ pre-emptive rights of the limited liability company, the second part is the analysis of the problems in the legislation for our existing company legislation and then, the main objective of the funded not real shareholders the right of first refusal no clearly defined, and shareholders agree to the transfer of ownership to someone outside the company identification of the standard is not clear enough, is not clear enough definition to the same conditions on three major issues:the third part is to improve the recommendations of the shareholders’ preemptive rights of the limited liability company in China, three major issues raised in the second part, the part of the situation a discussed:as defined in the main qualification aspects, pays for false shareholders’right of first refusal, respectively, in the false investment, capital flight is silent shareholders three cases under study a shareholder whether the right of first refusal. Identified this issue to the shareholders agree to the transfer of ownership of someone outside the company standard, respectively, to "agree" and "outside" to be identified, and propose concrete solutions to the problem. Identified for the same conditions, respectively, from the considerations and determinants of the same conditions, to determine the identification of the third party to buy the stake in the same conditions, the same conditions as identified and determined to buy equity, the same conditions are valid for a period of identification of the four aspects to be identified.Aiming to analyze the problems which the practical operation, feasible suggestions, aimed at promoting the continuous improvement and development of the existing legislation.