Shareholder voting rights are the right of shareholders to vote on the affairs of the company according to the shares they hold in a limited liability company or shares***. The size of the voting rights of shareholders depends on the equity held by the shareholders.
Netizen consultation:
Should the voting rights of shareholders with defective capital contributions be restricted?
Lawyer answers:
When a shareholder makes a defective capital contribution, the voting rights of the shareholder with the defective capital contribution may be restricted in order to urge him to fully fulfill his or her capital contribution obligations and ensure fairness among the shareholders.
Shareholders with defective capital contributions refer to shareholders who do not comply with the requirements for capital contribution stipulated in the law or the articles of association of the company, and have behaviors that do not fully comply with the provisions of the law or the articles of association in terms of the method of capital contribution and the disposition of capital contribution. Typical manifestations include improper capital contribution, false capital contribution, withdrawal of capital contribution, and insufficient capital contribution.
As a right of shareholders to participate in the management of the company, voting rights belong to the common benefit right in principle, but they have certain particularities, and shareholders can select or remove directors, establish the company's operation mode, and make decisions on major matters through the voting rights mechanism of capital majority, so as to achieve effective management and control of the company. In a limited liability company, the shareholders shall exercise their voting rights in accordance with the proportion of their capital contributionsIn the shares***, shareholders attend the general meeting of shareholders and have one vote for each share. If shareholders who have not paid the subscription amount in full are allowed to control the company by exercising their voting rights, it is not only inconsistent with the principle of reciprocity of rights and obligations, and consistency of interests and risks, but also is not conducive to the long-term development of the company.
Lawyer adds:
Shareholders may make capital contributions in monetary terms, as well as non-monetary assets such as physical objects, intellectual property rights, land use rights, etc., which can be valued in monetary terms and can be transferred in accordance with the lawHowever, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations. The non-monetary property used as capital contribution shall be appraised and verified, and shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.
Shareholders shall pay in full and on time the amount of capital contributions subscribed by them as stipulated in the articles of association. If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company;Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.
Legal basis] Article 42 of the Company Law The shareholders shall exercise their voting rights in accordance with the proportion of their capital contributionsHowever, unless otherwise provided in the Articles of Association.
Article 43 Except as provided in this Law, the manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association.
Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.
Lawyer Liu Xuan's profile
Practicing lawyer of Shaanxi Fengdong Law Firm. He has been engaged in the lawyer industry for many years, has a solid legal foundation and rich experience in handling cases, and can quickly find out the crux of the case from the actual situation of the client, and at the same time clarify the legal relationship in the complex legal provisions and give better solutions.