Pre-emptive right in ApS

When one of the owners of a limited liability company (ApS) wants to sell their shares, the remaining shareholders have priority to acquire them over the possible entry of a competitor or other outside investor. However, in order for the remaining shareholders to have this right, it must be specified in the company's articles of association or charter. In practice, this means that the mere fact of owning shares in a company does not automatically give the right of pre-emption. This must be clearly established in the company's governing documents.

Holders of the right of pre-emption do not have to use this power in the event that one of them decides to sell his shares. If the other shareholders do not express interest in acquiring them, the person selling has the option of looking for another potential buyer. In other words, when one of the owners wants to sell their shares, the other shareholders have priority, but are not forced to buy them.

There are many methods for determining the value of shares, so owners should decide which method they want to use, especially in the context of preemptive rights. It is essential that entrepreneurs make the appropriate choice of method in the company's governing documents. This way, they will be clear about how the value of the shares will be determined in the event that the right of pre-emption is exercised, if any.