Rearch On The Preemptive Rights Of Shareholders Of Limited Liability Company

Limited liability company shareholder’s preemptive right is the right that a limitedliability company shareholders shall enjoy, its role is to implement the company charactersbased on shareholders, equity balance between liquidity and transaction security. Limitedliability company shareholder’s preemptive right exists many problems, this articlediscuss from the nature of the preemptive right of shareholders and exercise and protect theseveral aspects, and extraterritorial legislation comparison, analysis our country current lawin the aspect of a limited liability company shareholder’s right of first refusal of deficiencies,and put forward views.This paper will be divided into six parts except conclusion.The first part is the introduction part, the introduction part elaborated the researchsignificance of preemptive right of limited liability company shareholder, and the foreignand domestic research on this problem, this paper briefly introduces the research methodsand innovations of this article.The second part, the overview of preemptive right of shareholders of limited liabilitycompany. This part firstly puts forward the concept of a limited liability companyshareholder’s right of preemption, is when a limited liability company shareholder foreigntransfer its equity, the other shareholders because the shareholders of a company enjoy thepriority under the same conditions of the qualification and status from the third person otherthan the shareholders buy the equity rights. Compared with the type of preemptive right ofshareholders, belongs to the exclusion pattern in our country. With limited liabilitycompany shareholder’s preemptive right law nature and effectiveness are analyzed, and theprovisions of the laws of a limited liability company shareholder’s right of first refusal haveno effect mandatory, shareholders can change the rule of law by the company’s articles ofassociation.The third part is the nature of right of preemption of shareholders of the limitedliability company. This part analyzes the nature of the limited liability companyshareholder’s preemptive right, demonstrates the process through the exercise of rights aswell as the effect of exercise, demonstrates the limited liability company shareholder’spreemptive right is a kind of right of claim.The fourth part, limited liability company shareholders exercise of the right of first refusal. Limited liability company shareholders preemptive right is expounded the legalproblems in the process of exercise. Study the effectiveness of the equity transfer contract,say to the invalid, said with pending validity, revocable and effective are analyzed anddiscussed, because of the relativity of contract effectiveness and the real right change doesnot affect the contract effectiveness, limited liability company’s equity transfer contract isgenerally effective. It also discusses the right of first refusal to exercise some specialproblems in the process of analysis controversy existing in the practice and theory, and putforward solutions.The fifth part is limited liability company shareholders preemptive right infringementrelief. Analyses the constitutive requirements of tort, this paper expounds the limitedliability company shareholder’s preemptive right is being violated when the relief way andthe third person’s subjective factor’s influence on the contract effectiveness and concludedthat made up for the inadequacy of the contract law judicial interpretation of three.The sixth part is perfect system of limited liability company shareholders right ofpreemption."Company law" the regulation of our country’s lack of preemption rightssystem is analyzed, mainly including limited liability company of priority right ofshareholders to exercise period, the sale of the inform obligation, shareholders preemptiveright part can exercise the problem and the same conditions. Relevant legislation can bemodified by the company law or judicial explanation shall be perfect, and put forwardspecific measures on such problems.