Preemptive right:
(1) The right to buy certain property (securities, land, etc.). ) before others. For example, due to the provisions of some laws and regulations, land must be sold to national sellers. When the state considers that it is no longer necessary to purchase the land by force, the original seller has the right to purchase the land before others;
(2) The government's right to purchase a certain property for public interest has priority over anyone else. For example, in order to prevent the goods with low import quotation from disturbing the domestic market, the customs can purchase them directly at the declared price, excluding tax.
The preemptive right is the right given by law to a specific object to claim his own property rights before other obligees. Often encountered in practice are:
1. When a shareholder of a limited liability company transfers his capital contribution to a person other than the shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer. Under the same conditions, other shareholders have the preemptive right to purchase the capital contribution transferred with the consent of shareholders.
2. When the lessor sells the house, it shall notify the lessee 15 days in advance (the original three months have been abolished), and the lessee shall enjoy the preemptive right under the same conditions.
3. If * * someone disposes of his share, others * * * have the preemptive right.
4. Preemptive right in intellectual property law.
(1) The invention completed under the entrustment contract belongs to the developer. If the developer assigns the right to apply for a patent, the principal has the preemptive right.
(2) the right to use and transfer the technical achievements of the post belongs to the unit. When the unit transfers the technical achievements of the post, the completer has the preemptive right.
(3) The patent application right of the invention completed by the cooperative technology development contract belongs to the cooperative partner * * *, and when one party transfers it, the other party has the preemptive right.
Legal basis:
Company Law of the People's Republic of China
Article 72
When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
Article 73
After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 74
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 75
After the death of a natural person shareholder, his legal successor can inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.
Equity transfer needs to be determined according to the above situation. In particular, the shareholders who can enjoy the preemptive right shall put forward the intention of preemptive right within the above-mentioned stipulated time. However, if they do not belong to the same conditions, they cannot exercise the preemptive right and cannot enjoy it beyond time under certain circumstances.