60. How to apply when there is a conflict between the shareholders' agreement and the articles of association?
Case] Company A has a registered capital of 3 million yuan, with A accounting for 40% of the shares, B accounting for 30% of the shares, and C accounting for 30% of the shares, with the date of subscription and capital contribution on December 31, 2030, and B is the executive director and legal representative. In September 2019, San**dong signed the "Shareholders Agreement", agreeing that the date of capital contribution was changed to December 31, 2019. On March 12, 2020, Company A held a shareholders' meeting to change the executive director and legal representative to A, with A and C agreeing and B opposing. In the end, A and C still passed the resolution of the shareholders' meeting by a majority vote, and then Company A amended the articles of association. In August 2020, Company A filed a lawsuit with the court, demanding that B fulfill its capital contribution obligations, and the lawsuit was filed.
Legal Analysis] 1. The shareholders' agreement is an agreement signed between shareholders and applies to all shareholders, and the articles of association of the company are the "basic constitution" of the company, which is binding on the company, shareholders, actual controllers, directors, supervisors, managers and other senior personnel. Therefore, the scope of application of the articles of association is broader than that of the shareholders' agreement, and the articles of association apply when persons other than shareholders are involved.
2. Between shareholders, if the shareholders' agreement is inconsistent with the articles of association, in addition to considering the time of signing, it is still necessary to consider the true expression of intention between shareholders. In this case, the shareholders' agreement was signed after the company's articles of association, so the time of capital contribution in the shareholders' agreement applies. Although the articles of association of company A were amended after the shareholders' agreement, the real meaning of the shareholders was to change the executive director and legal representative, and did not involve the modification of the term of capital contribution, so the court finally ruled that shareholder B needed to fulfill the obligation of capital contribution to company A.
Corporate Law