我国《公司法》规定了有限责任公司股权的外部转让制度,在该规定中非转让股东的同意权、异议股东强制购买制度以及非转让股东的优先购买权并存,考虑颇为周延。不少学者已经指出了同意权和优先购买权的并存实则是一种重复,应择一规定。但是本文通过对两种假定的情形进行分析,说明这种并存的制度设计在某些情况下更能发 The Company Law of the People’s Republic of China stipulates the external transfer system of the equity of the limited liability company. In this regulation, the non-transfer shareholder’s consent right, the objection shareholder’s compulsory purchase system and the preemptive right of the non-transfer shareholder coexist, which is quite prolonged. Many scholars have pointed out that the coexistence of consent and preemption is a repetition and should be made according to a certain rule. However, by analyzing the two hypothetical situations, this paper shows that the coexistence of institutional design is better in some cases