Discussion On Shareholders Of Limited Liability Company Exercising Pre-emptive Rights To Purchase The Share To Be Transferred

The provisions about shareholders’ pre-emptive rights to purchase share to betransferred were made in Article72and73of China’s "Company Law", but theseprovisions seems to be too principal to be used in practice, disputes often occur.In the thesis, the writer mainly analyzes some issues about the shareholders’pre-emptive rights to purchase the share of limited liability company by comparativeanalysis, deductive reasoning, and summarizing.The thesis consists of3parts: introduction, body and conclusion.In the part of "introduction", the writer analyzes the connotations of theshareholders’ pre-emptive rights to purchase share, the improvement andshortcomings of existing provisions of China’s "Company Law",the research aboutshareholders’ pre-emptive rights to purchase share has been made and its defects.Thus, the main content to be researched in the thesis is proposed.The part of "body" consists of three chapters.Chapter I is about the theoretical basis. It’s mainly on the purpose andsignificance of pre-emptive rights to purchase share. The writer thinks the purpose ofpre-emptive rights to purchase share is to maintain the cooperation and benefits ofshareholders, which makes foundation for the analysis and elaboration later in thethesis.Chapter II is about the shareholders exercising pre-emptive rights. It’s mainly onthe subject, object, prerequisites, duration and effectiveness and other issues ofshareholders’ pre-emptive rights to purchase the share of limited liability company in means of comparative analysis, deductive reasoning and summarizing. Chapter III isabout the application of the shareholders’ pre-emptive rights in special circumstances.It’s mainly on whether other shareholders have pre-emptive rights and how to exercisethe rights in the circumstances of share to be transferred to someone who has specialidentity relationship with the shareholders, or share division caused by divorce,inheritance, donation or investment, or state-owned share transfer, or share to beenforced to transfer by the people’s court, etc.This part is also on the boundaries ofautonomy of company’s constitution.In the part of "conclusion", a comprehensive summary is conducted about themain issues discussed in this thesis and some suggestions about the perfection ofcompany legislation are proposed.