Research On Issues Of Shareholder's Pre-emptive Right Of Limited Liability Company

With the development of China's economy,the number of limited liability company is increasing,friends and relatives,because of mutual understanding,set up a company for the same business purpose,but with the company's business development process,there will be a variety of problems,when the shareholders lost the trust,or other circumstances,so that shareholders can no longer hold shares,the shareholders will need to find a way out of stock.In order to safeguard the interests of shareholders,and the company's stability,our country made the equity transfer system,and pre-emptive right of shareholders problem as one of the problems in the system of equity transfer also causes the legal discuss.From the seventy-first of the "company law" provisions,and in general situation,which under shareholders voluntarily situation,shareholders transfer the stock right,this article discuss the problems of pre-emptive right of shareholders,not to discuss under the special cases that equity transfer occurs because of divorce,inheritance,enforcement and other non shareholders free will transferring,the pre-emptive right of shareholders.This article has four chapters,the first chapter introduces the definition and nature of the share transfer and the right of preemption of the shareholders,the first part gives a brief description of the way and law of the provisions of China's equity transfer,the second part introduces the meaning and legal nature of the pre-emptive right of the shareholders;by comparing the expectant right and request right and real right and formation right,propose that the pre-emptive right of shareholders belongs to the expectant right and formation right;the second chapter introduces the content of our country's shareholders' pre-emptive right and the pre-emptive right of shareholders of the provisions of "New Jersey company law","company law" in Delaware,Japan Co Ltd,and France "business corporation law";The third chapter introduces the problems of the right,including the main application,how the shareholders who do not agree the other shareholders to transfer the equity to buy the equity,the transfer of shareholders inform the transfer of matters to other shareholders,under what circumstances the company's articles of association can make restrictions on the purchase of the pre-emptive right of the shareholders,the problem what issues should be included in the same conditions,exercise part of the pre-emptive right of shareholders problem and the deadline to exercise the priority the right problem,and combined with the contents of the two times of the judicial interpretation of "company law"(four)draft to discuss the aforementioned issues;the fourth chapter,through analyzing the validity of the agreement signed by the shareholders and the non shareholders without the shareholders giving up the pre-emptive right,to propose Judicial relief program.The provisions of the shareholders' pre-emptive right in China's "company law"is too simple,there are still a lot of places to be refined.For the pre-emptive right of shareholders,some viewpoints are not the same,I hope that though this article,which can provide some suggestions for perfecting the system of shareholders' pre-emptive right,and also can provide practice some theoretical guidance and reference for handling the problems of shareholders' pre-emptive right.