Company A was established in 2008 and is its shareholder, accounting for 10% of the shares. In August 2018, the board of directors of Company A deliberated and passed the "Proposal on the Establishment of a Company through Foreign Investment and Cooperation", which includes: agreeing that the company will sign a "Cooperation Agreement" with B, C and D, and intends to establish a S company, with a limited liability company type and a registered capital of 1 million yuan; The shareholding structure is: B contributes 350,000 yuan, accounting for 35% of the shares; C invested 250,000 yuan, accounting for 25% of the shares; Ding invested 200,000 yuan, accounting for 20% of the shares; Company A contributed 10 million yuan, of which 200,000 yuan was used as paid-in capital, accounting for 20% of the shares, and the remaining part was included in the capital reserve after the establishment of the new company. B, C and D irrevocably undertake to work full-time for Company S for at least 5 years and strictly abide by the company's trade secrets, and not to engage in the same or similar business as the company's business with other companies or individuals in any way. Later, A sued the court: requesting confirmation of the invalidity of the resolution of the proposal on the establishment of a company through foreign investment cooperation.
The court held that the agreement between the shareholders of Company S on the shareholders' capital contribution and the proportion of shares held by the shareholders did not violate the provisions of laws and administrative regulations. The investment decision made by the board of directors of Company A based on the value judgment of B, C and D is a normal commercial investment and a commercial business operation, and the court does not evaluate the return on investment of commercial acts within the scope of corporate autonomy; The board of directors of company A has the right to make a resolution on the company's foreign investment, and the content of the resolution does not violate the provisions of laws and administrative regulations. Therefore, A's claim was dismissed.
In summary, a limited liability company can exclude the adaptation of the principle of "equal rights with the same shares" through the unanimous agreement of all shareholders, and the provisions of the Company Law on the dividend rights and pre-emptive rights of shareholders of limited liability companies clarify that the dividend rights and preemptive subscription rights of shareholders of limited liability companies can be subject to the principle of "equal rights with the same shares" and "agreement of all shareholders" as an exception, fully respecting the autonomy of all shareholders. Similarly, under the premise that a limited liability company does not explicitly stipulate "the same price for the same shares", the agreement of all shareholders on the capital contribution arrangement does not violate the mandatory provisions on the validity of the Company Law, nor does it violate the legislative purpose of the Company Law to fully respect the autonomy of all shareholders in a limited liability company. Legal gas station