The Combination of Rights: The Discussion on the Pre-emptive Right in Limited Liability Company

The pre-emptive right, as a restriction of the transferability of share, reflects the conflicts between member-based feature and the assets-based feature of the limited liability company. The statutory in China involving pre-emptive right is defective, which results from the lack of systematical theory. It is unreasonable to deem the pre-emptive right as an expectant right, right of formation, real estate right or obligation right. Naturally speaking, the pre-emptive right is a combination of series of rights, while not a single right, including the right to maintain the entitlement, the right to be informed, the right to compulsorily establish a contract and the right to acceptance of share preferentially. The pre-emptive right is emerged and exercised with the achievement of entitlement of shareholder. The exercise period shall be stipulated by legislators with the consideration of their own national condition, but not discussed theoretically.