| A limited liability company is a company that has the dual nature of human joining and capital joining.Shareholders often not only have the identity of investors,but also the internal managements of the company.Therefore it has a strong human nature.The harmonious and stable trust relationship between shareholders has a crucial role in the operation and development of the company.The share transfer is an inherent right of shareholders and an effective way to withdraw from the company,but the external transfer will have a substantial impact on human joining.On the basis of ensuring share transfer,the system of shareholder's preemption limits the external transfer and is of great significance to the maintenance of human joining of limited liability companies.The Company Law of our country and the related judicial interpretations stipulated for this system,but the content is too simple,general and difficult to operate in practice.The judicial decision also lacks the unified standard.This paper starts from the concept,the nature and the value of shareholder's preemption,and analyzes the exercise of the right:the scope of subject,the condition and duration.And then discusses its effectiveness.This paper also analyzes whether the shareholders' preemption can be applied in the special circumstances such as inheritance and enforcement procedure.This paper always takes the focus of disputes in theoretical discussion as the clue,in conjunction with the relevant provisions of "Supreme People's Court Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China(IV)"(hereinafter referred to as the Judicial interpretation IV of Company Law)to analyze and rationally draw lessons from foreign relevant legislation.The author proposes reasonable suggestions for the existing system of shareholders' preemptive rights,hoping to achieve the goal of maintaining the“human joining”of limited liability companies. |
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