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Shareholders have the right to pledge their shares to obtain cash or property, and share pledge is also one of the common security methods in practice. When a shareholder pledges his shares, he or she needs to register before he can create a pledge.
As a kind of security interest, the right to pledge shares is a typical right guarantee, and there are also atypical security methods, such as the first assignment of security and the subsequent assignment of security, which are stipulated in the Civil Code and relevant provisions, and will not be expanded here. The focus here is on the right of shareholders to pledge shares.
After the implementation of the Civil Code, the share pledge of a limited liability company no longer requires the consent of more than half of the other shareholders, and the provisions of the Company Law on share transfer no longer apply. If the shareholder pledges his shares, the pledge shall be established when the pledge is registered.
The provisions of the Company Law on the pledge rights of shareholders are relatively general, and only stipulate that the company shall not accept the company's ** as the subject of the pledge. At this stage, the provisions on share pledge rights are relatively general, but in practice, there are controversies over the establishment of share pledges.
Shareholders pledge their shares, and there are generally two channels for registration. Listed companies are handled in Zhongdeng, and limited liability companies are handled in industry and commerce, but the registration of non-listed shares is registered as a pledge, and the regulations vary from place to place.
Of course, the issue of the share pledge procedure will not affect the shareholder's right to pledge shares. It should be noted that if the shares owned by shareholders are subscribed capital contributions, whether the unpaid capital contributions can be pledged, and whether the frozen shares can be pledged.
The above issues are not stipulated at the legal level, and are more determined in judicial practice. The subscribed capital contribution generally does not affect the right to pledge shares, and the frozen shares will not affect the right to pledge shares. However, the frozen shares will encounter problems in the registration of share pledges, and they are generally not registered, and it is difficult to establish pledges.
The Measures for the Administration of Equity Registration stipulate that these measures shall apply to the pledge of the limited liability company and the shares held by the company and the shares of *** shares, and the pledge registration shall be handled. Except for shares that have been registered with a **registration and clearing institution***.
The shares applied for pledge registration shall be shares that can be transferred and pledged in accordance with the law. For shares that have been frozen in accordance with the law, before the freezing is lifted, no application shall be made for the registration of the pledge of shares.
According to the provisions, if the shares of a non-listed company have been frozen, the share pledge registration cannot be handled. Although shareholders have the right to pledge shares, the pledge right cannot be established.
*The Detailed Rules for the Implementation of the Pledge Registration Business stipulate that no application for pledge registration shall be made for those who have been judicially frozen, have made repurchase pledges, or have submitted ** companies or the company as collateral.
It can be seen that the shares of the listed company have been frozen and the pledge cannot be registered, and the pledge cannot be established.
It is an indisputable fact that shareholders enjoy the right to pledge shares, but the right to pledge shares is a kind of security interest, which is subject to the Civil Code and other laws and regulations, and there are many issues that need to be considered in exercising the right of share pledge in practice. At the same time, after the shareholder exercises the pledge right, it will also face the company's capital increase, capital reduction, merger, division, bankruptcy and other follow-up matters, which will also have an impact on the established share pledge right.
As an important right of shareholders, the right to pledge shares is particularly critical when the shares cannot be transferred. In practice, the right to pledge shares needs to deal with many restrictions, and it is limited by space and will not be expanded.
From the above analysis, it can be seen that the law protects the shareholders' right to pledge shares, and at the same time, shareholders can also exercise the right to pledge shares.