Research On The Shareholders’ Preemptive Right Of The Limited Liability Company

Our latest revision of the "Company Law" Article 71 devoted a four provisions of the preemptive rights of shareholders of a limited liability company which have filled the legislatiive gap on this issue, but for a lot of details which have not to be clear. Due to the growing number of lawsuits on the shareholders’ preemptive right of the limited liability company with a gradually diversified and complicated trend, this paper will take the above mentioned four provisions of the preemptive rights of shareholders of a limited liability company in the "Company Law" Article 71 as foundation, and use a comparative study method beyond the perspective of traditional civil law to conduct a thorough research on the issue when the shareholders of a limited liability company want to transfer their equities to a third person outside the company(namely external third party transfer) other than the internal shareholders enjoying the preemptive rights.This paper positions shareholders’ preemptive right of a limited liability company as a "right of formation", explores the theoretical basis of preemptive rights of the shareholders in a limited liability company from the foundation of the following three areas respectively is sociology, economics and law, and by drawing on other countries and regions’ advanced legislative experience on the question of preemptive rights of shareholders and considering our own realities and future expectations at the same time,improves a number of recommendations including proposing a clear specific criteria of "equal conditions", a clear exercise subject of “preemptive rights of shareholders” and discussing the deadline to exercise shareholders’ preemptive right.