The Study About The System Of Shareholder’s Preemptive Right In A Limited Liability Company

As an intermediate statues between partnership and joint-stock company,The nature ofjoint-people and joint-capital are the most important characters of limited liability company.For the purpose of protecting the nature of joint-people of limited liability company,shareholder’s preemptive right was established. shareholder’s preemptive right is a speciallegal right, which influences the benefit of transferors,other shareholders and third party.Prefecting the procedure of shareholder’s preemptive right and exploring the efficacy ofexercise right is integrated into research emphaisis of shareholder’s preemptive right. Thisessay analyzed existence value of shareholder’s preemptive rights, refined the procedure ofpreemptive rights and explored the influence of preemptive rights on contract of transfer sharebased on the current situation of legislation in our country. There are four chapters toelaborate these questions above.In the first chapter, the author analyzed the connotation and nature of shareholder’spreemptive rights, and proposed shareholder’s preemptive rights should be belong to right offormation and shareholders have the preemptive right to purchase external transfer of share.In the second chapter, as shareholder’s preemptive right is a special right to break freetransfer，this essay analyzed the reason of establishing shareholder’s preemptive rights and thevalue of shareholder’s preemptive rights from the aspect of nature of joint-people in limitedliability company, maintaining benefits of shareholders, guaranteeing stability of companies,balancing benefits of each party and increasing benefits of trade.In the third chapter, the author analyzed the exercise conditions of shareholder’spreemptive rights,reduced the scope of the subject of shareholder’s preemptive right, refinedthe premise of operating preemptive rights--the same circumstances and suggested to make arestriction on the duration of preemptive rights.In the fourth chapter, as shareholder’s preemptive rights influenced trade freedombetween shareholders and assignee, the author analyzed effects of shareholder’s preemptiverights on contract of share transfer and considered the share transfer contract valid under thecircumstances that not all shareholder gave up their shareholder’s preemptive rights, and theshareholders have the right to enforce preemptive rights to revoke the contract of sharetransfer from going into effect.