Study On The Shareholders’ Preemptive Right Of Limited Liability Company

Transfer of shares is a behavior that shareholders exercise the right of disposition to transfer their property. Meanwhile, it embodies the characteristic of property of limited liability company. Shareholders can take back their investment through the way of transfer of shares. If a shareholder transfer his shares to a third person, it may damage the characteristic of cooperate personality of Limited Liability Company. The law gives the preemptive right which plays the important function in protecting the characteristic of person cooperation and stability to shareholders. However, there was no specific provision that set how to use the preemptive right in the company law of China. So many disputes may be happened between the shareholders or the shareholders and the company. The reasons for these disputes are about the object factor, the exercise, the same conditions and partial exercise. Basing on the lawsuit between the Limited Liability Company of kaixian market property development and chenyuanke (hereinafter referred to as the case of kaixian Property Company), combining with the theory of transfer of shares, this thesis analyses the lawsuit and puts forward some improvement suggestions. Among these theories, preemptive right has important function. This thesis has four chapters. There not only has some research of the system of preemptive right, but also put forward some improvement suggestions.The first chapter firstly introduces the basic case of kaixian Property Company. Then it sums up the focus of dispute. At last, it puts forward some relevant legal issues which would be solved below.The second chapter is divided into three. The first section analyses the limitation of transfer of shares in Limited Liability Company. And then draws the function of the agreement right and preemptive right for transfer of shares. Combining with the related theory, the second section analyses the essence of the whole company transfer. The third section firstly explains the definition of the shareholders’preemptive right and analyses the basis under law. Secondly analyses the elements when shareholders want to use their rights. The content of these elements are subject element, time limit, and the same conditions; finally researches the legal protection of shareholders’preemptive right, including analyzing the elements about the infringement behavior of shareholders’preemptive right and looking for the way to save shareholders’ right.The forth chapter discusses the way to improve shareholders’ preemptive right based on the research above. The main content contains two aspects. One of them expands the question that there have agreement right and preemptive right in law. The other tries to perfect the function of the articles of association in improving shareholders’ preemptive right.