Limited Liability Company Shareholder Priority Purchase Rights Company Charter Autonomy Research

With the deepening of the market economy,the increasing transaction,frequent transfer of shares,the preemptive right of shareholders plays an increasingly important role in commercial transactions.The effectiveness of the articles of association of the company has autonomous law,in the premise of not violating the "company law" provisions of the preemption of shareholders for special provisions,in the current legal norms have the preemptive rights of shareholders under special conditions to maintain through the articles of association of the company shareholders is a more effective and efficient way,but because of the company's articles of association of the company norms vary widely,cause quality uneven,which need to be given some principle suggestions in theory,combined with the company autonomy ultimately develop a reasonable and effective for shareholders preemptive right of the special provisions of the shareholders' rights to play its due role in practice.This paper is divided into four parts,the first part analyzes the connotation of shareholder's preemptive right and legislation significance,and then discusses the nature and effectiveness of the company's articles of association,on the basis of analysis of the relevance of the two,mainly demonstrates the validity of the articles of Association for protection of shareholder's preemptive right,the theoretical basis for this paper.The second part,through the comparative analysis of the legislation of the typical continental law system countries and common law countries,to provide a reference for perfecting our country's reasonable restrictions on the shareholder's preemptive right.The third part mainly through theoretical analysis and practical norms put forward the common practice in the special provisions of the articles of association of the company purchasing priority specification problems,including the right of first refusal applicable scope of validity,validity of the agreement.The fourth part,based on the above analysis,put forward the legislative ideas and strengthen the company autonomy,combined with the judicial guarantee reasonable limitation of the shareholders ‘pre-emptive rights proposal.