On Shareholders’pre-Emptive Rights In Limited Liability Company

Since the promulgation and implementation of Company Law of the People Republic of China (CLPRC), researches on systems in the Law have been coming out one after another. The system of shareholders’ pre-emptive rights in Limited Liability Company receives extensive attention from scholars because of its unique value.After the Introduction, in which this paper’s research background, research status at home and abroad, research focus and methods are presented, the body of this paper firstly conducts a detailed study on main types of external share transferring restriction modes of some countries and regions. Guided by legal typology and comparative methods, this paper believes the system of shareholders’pre-emptive rights is much better than others, and thus predicts the system will be retained and further improved through China’s legislation or judicial interpretation. Secondly, the body of this paper studies the nature, characteristics and legal basis of the system of shareholders’pre-emptive rights on the basis of fundamental legal theories and principles of jurisprudence and affirms the value of the system. Finally, combine massive reading of legal documents and scholar works with extensive practices, the body of this paper focuses on the exercise of the pre-emptive rights and the definition of "equal conditions" and puts forward some suggestions to improve relevant legal systems of China.