Small shareholders who hold 1%of the shares do not agree, and there are 6 situations that the major shareholders have no way

Article 125 of the "People's Republic of China" stipulates: "Civilists enjoy equity and other investment rights in accordance with the law", and equity and real estate are like personal legal property. The equity has the dual attributes of property and identity. Although the exercise of the equity of the Chinese Communist Party will be limited by the company's other shareholders, Lawyer Qi Jingzhi prompts that the self -benefit rights with property attributes should still follow the private property that is not violated by the violation of the privileged property. The basic principles of civil law, non -shamers 'consent or legal enforcement procedures, shall not be forced to punish by the shareholders' conference decision to decide the majority of other shareholders.

This article does not chase shallow, the analysis is as follows:

I. The company has no right to force the equity of the resigned shareholders in the way that the company's shareholders' consent will not be obtained in advance.

The purpose of the referee: The equity has the dual attributes of property and identity. Although the exercise of part of the equity in the equity will be limited by the company, the self -benefit rights with property attributes should still follow the basic principles of civil law that private property is not violated. It is not forced to punish the shareholders 'consent or legal enforcement procedure, and shall not be forced to punish by the decision of the shareholders' conference. In the case of the planning company's unanimous negotiation with Peng's equity transfer, the planning company has no right to force the transfer of shareholders to enjoy the equity enjoyed by the law in accordance with the law.

Source of the case: The Nanjing Intermediate People's Court of Jiangsu Province was judged in the second instance of the "Nanjing Planning and Design Research Institute Co., Ltd. and Peng Mou Company's earnings distribution dispute" [Case number: (2013) Ning Shang End No. 1337].

2. The resolution of the shareholders' meeting to make a modification period of the capital contribution shall be unanimously passed through all the shareholders.

The purpose of the referee: According to the relevant provisions of the company law, the amendment of the company's articles of association must pass through two -thirds of the shareholders representing all shareholders. The second decision of the temporary shareholders' meeting in this case was amended to the company's articles of association to modify the shareholders' funding time from July 1, 2037 to December 1, 2018. In fact, the Quality Department will advance the company's shareholders' capital. The amendment to the capital capital of the shareholders involves the interest period of the company's shareholders. It is not a general amendment to the company's articles of association, and the majority of capital decisions cannot be applied. The reason is as follows:

First of all, my country implements a corporate capital subscription system. In addition to the laws, Article 28 of the "Company Law of the People's Republic of China" stipulates that "shareholders shall pay the capital contributed by the company's articles of association on a regular basis," ", That is, the law will give the company's shareholders' capital capital interests, and allows shareholders of the company to pay the capital contribution in accordance with the capital contribution period stipulated in the articles of association. The interest period of the shareholder's capital contribution is the core essential of the company's capital subscription system. It is the legal right of the company's shareholders. The period is deprived of the legitimate rights and interests of other small and medium shareholders.

Secondly, the amendment to the capital capital of the shareholders directly affects the fundamental rights of each shareholder, and its nature is different from the company's capital increase, capital reduction, and dissolution. The latter resolution is generally directly related to the company, but does not directly affect the inherent rights of the company's shareholders. In the process of capital increase, the shareholders who do not agree with the capital increase have not changed the rights and interests that have been subscribed or paid, and may only be diluted due to capital increase. The amendments to the capital capital contribution are directly related to the vital interests of the company's shareholders. If the majority of capital is allowed to decide, shareholders who do not agree with the funding may be deprived or restricted of shareholders' rights because they have not contributed in advance, which will directly affect the fundamental interests of shareholders. Therefore, the amendment to the capital capital of the shareholders cannot be simply equivalent to the company's capital increase, capital reduction, and dissolution, and cannot simply apply the majority of capital decision rules.

Third, when the shareholders' investment period is set up or the shareholders joined the company to become shareholders, the company's shareholders form a consistent consensus. Although the shareholders contribute to the company's obligations on the company, it is essentially the unanimous agreement between the shareholders. Instead of company business management matters. The law allows the company to autonomy, but it is necessary to not infringe on the legitimate rights and interests of others. During the company's operation, if there is a legal provision of the law, the shareholders need to be contributed or accelerated in advance. It is derived from the law and cannot be changed by the will of most shareholders by the will of the majority of shareholders. Essence Therefore, the amendment to the capital capital of this case should not apply the majority of capital decisions.

Source of the case: The civil judgment of the Shanghai Second Intermediate People's Court (2019) Shanghai 02 Public No. 8024.

Third, the decision of the targeted shareholders' meeting requires all the shareholders to agree

The purpose of the referee: Article 43 of the "Company Law of the People's Republic of China" stipulates that the shareholders' conference will make resolutions to modify the company's articles of association, increase or reduce registered capital, and resolutions of the company's merger, separation, dissolution or change of the company. The shareholders of all shareholders of more than two -thirds of the voting rights passed. Article 11 of the Articles of Association of Holy Beetle also made the same agreement. The "reduction of registered capital" here should only refer to the decrease in the company's registered capital, not the distribution of equity after the reduction of equity after the reduction of capital. Equity is the basis for shareholders to enjoy the company's rights and commitment obligations. Due to the two cases of capital reduction and different capital reductions, different capital reductions will directly break through the equity distribution of the company's establishment. The shareholders of more than two voting rights can make different resolutions of capital reduction. In fact, the equity structure formed by the initiator of the initiator when the company is established in most decisive forms. Therefore In addition to the articles of association, all shareholders should be agreed by all shareholders. Source of the case: Huamou and Shanghai Sheng Beetle E -Commerce Co., Ltd. decided to dispute appeal [Shanghai First Intermediate People's Court, (2018) Shanghai 01 Public Line 11780]

4. The shareholders' unanimous consensus shall not be ordered to increase the capital increase. The shareholders will have the right to make a resolution to the company's increase in registered capital, but whether the shareholders shall subscribe the company's new capital and the amount of subscribing to the company cannot make a resolution.

The purpose of the referee: Shareholders have the right to make resolutions to the company's increase in registered capital, but whether the shareholders subscribe to the company's new capital and how much they are subscribed to the company cannot make a resolution. According to the provisions of Article 35 of the "Company Law" applied to the "Company Law" applicable when the shareholders' meeting made this resolution, "When the company has the right to subscribe to contribute to the payment in accordance with the actual capital contribution ratio", the subscription of new capital is shareholders. Legal rights. All shareholders of the company's shareholders agreed on the signing of the "Shareholders' Conference Resolution" on the content of 20 million yuan in new registered capital was paid by a shareholder in cash. A decision that belongs to shareholders, rather than shareholders' associations to exercise their powers as the company's power agencies.

Source of the case: "Cao Moumou and Xu Moumou, Yang Moumou, Tianjin Ruifeng Investment Holding Co., Ltd., Tianjin Longxun Investment Co., Ltd., Tianjin Binhai Trading and Trade Great World Co., Ltd. Word No. 313]

5. Articles of association stipulates the right to nominate the personnel of the small shareholders. 98%of the major shareholders shall not be able to modify the articles of association to be deprived at will by the shareholders 'meeting resolution, otherwise the shareholders' decision will be invalid.

The purpose of the referee: Most of the capital decisions are an important principle of the company's operation, but when most shareholders exercise voting rights, they must not violate the principle of prohibiting rights from abuse and honesty. The resolution made by the majority of capital decisions is invalid. Article 22 of the "Company Law of the People's Republic of China" stipulates that the resolutions of the company's shareholders 'meeting or the shareholders' meeting and the board of directors violate the invalidation of laws and administrative regulations. In this case, the appellant Hunan Shengli Company revised the company's constitutional resolution. More than two -thirds of the voting rights held by the shareholders attended the meeting were passed, and the procedure complied with the law. However, whether the company's decision is valid, it not only requires the procedure legal, but also the content of the content is legal. In this case, for the appellant, one of the deputy general managers and directors arranged by the arranged to understand the company's operating conditions and participate in the company's management, exercise shareholders' rights. The two major shareholders of the appellant are arbitrarily deprived of the rights of the appellant's nomination of deputy general manager and one of their own rights through the company's resolution. It is an act of abusing the rights of shareholders to harm the interests of other shareholders. The company's resolutions involved in the case were made by the majority of capital abuse. Therefore, the resolution was invalid due to violations of laws and administrative regulations. The court of the original trial did not deny the principle of the majority of capital, and the company's decision -making company's resolution was invalid and correct.

Case source: Xiangtan Intermediate People's Court Hunan Shengli Steel Steel Steel Pipe Co., Ltd. and the respondent Hunan Shengyu High -tech Material Co., Ltd. Company Decision Dispute Two Civil Judgment "[(2015) Tan Zhongmin Sanlin No. 475 ].

6. The company's targeted dividend requires all the shareholders' meeting to agree. The company's orientation dividends are not divided into dividends in accordance with the proportion of actual capital contributions, and all shareholders need to agree.

The purpose of the referee: "Company Law of the People's Republic of China" (hereinafter referred to as the Company Law) stipulates that "the company's shareholders enjoy the rights of asset income, participate in major decisions and select managers in accordance with the law." Article 34 stipulates that "shareholders shall follow The proportion of capital contributions is divided into dividends; when the company adds capital, shareholders have the right to pay priority to subscribe to contributions in accordance with the actual capital contribution ratio. However, all shareholders agreed not to withdraw dividends in accordance with the investment ratio or not shall be subscribed to the contribution of contributions in priority in accordance with the contribution ratio Except. "According to Article 37 of the Company Law, the authority of the shareholders' association includes reviewing and approved the company's profit distribution plan and making up for the losses. The shareholders' meeting directly made a decision, and all shareholders signed and stamped on the decision documents. The "shareholders' decision" made by all the shareholders of the Atlantic Company unanimously agreed to allocate the company's net profit of RMB 63.63.73 million. Shareholders Liu Mou 1. Liu Mou 2. Xiao Moumou obtained a profit of zero yuan, which meets the provisions of the aforementioned company law. Liu Mou 1. Liu Mou 2. Xiao Moumou believes that the "Memorandum" violates the reasons stipulated in the company law. Source of the case: Supreme People's Court, Liu Mou 1, Liu Mou 2 returns to the original dispute over trial review and trial supervision of civil rulings [(2017) Supreme Dharma Shen Shen Shen No. 2872]

In summary, as a type of personal legal property, equity cannot be illegally punished because of the majority of other shareholders.

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