Research On The Relief System Of The Priority Subscription Right Of The Shareholders Of The Limited Liability Company

This paper takes the relief system of shareholder’s priority subscription right of limited liability company as the research object.Article 34 of the Company Law applies to the basis on which shareholders have the priority to subscribe new capital shares when a limited liability company increases its capital.This provision stipulates that shareholders can subscribe to the company’s new capital in accordance with the proportion of paid-in capital,but it does not specify the remedy system if this right is infringed.This leads to the fact that in practice,when shareholders bring a lawsuit to the court on the grounds that the preemptive subscription right is infringed,the court’s handling presents a "same case with different judgments",and even leads to secondary damage to shareholders’ rights.By sorting out the problems existing in the protection of the priority subscription right system in the current legislative and judicial typical cases,two legal problems that need to be solved in the disputes over capital increase are summarized.The first is the measurement of the interests of the company’s capital increase and the interests of shareholders’ priority subscription right;the second is the ownership of the interests of the company’s new investment.Specifically,the analysis is carried out based on the judgment of the validity of the resolutions involved in the company’s capital increase,the judgment of the validity of the capital increase agreement,the validity of the subscription behavior,and the validity of commercial changes.Among them,the judgment of the validity of the capital increase resolution is to resolve the conflict between the company’s capital increase interests and the shareholders’ preferential subscription interests,and it is advisable to determine that the content of the resolution is not completely invalid;The research is more to respond to the issue of the ownership of the company’s new investment interests,and the effectiveness of relief effectively balances the interests of shareholders and external investment third parties.In a word,on the basis of combining theoretical and empirical analysis,to put forward the relief system of priority subscription rights,it is necessary to take into account the balance of interests of shareholders,third parties of external investment and the company.The specific remedy system should be perfected,the time limit for remedy should be clearly defined,the existing judicial determination experience of partial invalidity of capital increase resolutions should be retained,and at the same time,extraterritorial laws should be reasonably learned to increase the damage compensation mechanism for infringement of the priority subscription right.A well-established relief system for shareholder priority subscription rights of limited liability companies is,in theory,conducive to optimizing the understanding of the limited liability company’s internal governance;in practice,it is conducive to resolving tripartite disputes and improving the company’s capital increase efficiency.The thesis is divided into five parts:The first part,by introducing the relevant background of the preemptive subscription right,takes the legislation and practice as two starting points to find the existing problems of the shareholder preemptive subscription right system.First of all,the priority to subscribe is generally generated along with the company’s capital increase,which is mainly reflected in the company’s internal capital increase.Conceptually introduce what is the priority subscription right,and the necessity of the law granting this right to shareholders,and then define the priority subscription right from the nature;secondly,under the current legal system in my country,search for the relevant shareholders’ priority subscription right The legislative process of this paper summarizes the lack of priority subscription right system in my country’s current legislation;finally,it sorts out the relevant infringement of priority subscription right from practice,and draws the conclusion that priority subscription right lacks unified judicial judgment standards,and leads to the following main researches content.The second part,taking legislation and justice as the starting point,combined with relevant legal provisions and theoretical knowledge with practical cases,summarizes the two legal issues that this paper intends to solve.The second is the issue of attribution of new investment interests of the company.The third part,focusing on two legal issues,makes a specific legal analysis on the validity of the capital increase resolution,the external capital increase agreement,and the time limit for relief that cause disputes over the priority subscription right.First of all,study each stage behavior of the company’s capital increase,and deeply analyze the specific time point when the shareholder’s priority subscription right is violated,so as to clarify the starting point of the relief period.The fourth part,the protection of shareholders’ pre-emptive subscription rights involves the company’s consideration of the interests of shareholders and third parties of external investment.Through empathy,standing on the perspective of different subjects in the company’s capital increase behavior,in order to balance the interests of different subjects to maximize.The fifth part,on the basis of the analysis of the research content of the first four chapters,draws lessons from the provisions of foreign legislation on the relief system of the prior subscription right,and puts forward legislative suggestions on improving the relief system of the prior subscription right of shareholders of limited liability companies in China.