Problem description:
I. Brief introduction of the case
Hengyixing Coal Co., Ltd., Li Yong Building Materials Co., Ltd. and Changhong Food Import and Export Co., Ltd. agreed to set up Pingbei Building Materials Co., Ltd. with a capital contribution of 5 million yuan each. On March 10, 2003, a preparatory meeting of shareholders was held to formulate the Articles of Association, which were signed and sealed by three shareholders respectively.
Considering that funds may be tight during the company's operation, the meeting unanimously elected Bao as the chairman, provided that Bao contributed capital. On April/KOOC-0/day, 2003, Bao also contributed RMB/KOOC-0/00,000, and the company issued a Shareholder's Certificate for him.
Pingbei Building Materials Co., Ltd. was approved by the Municipal Administration for Industry and Commerce and opened on May 6, 2003. Bao is the legal representative. Hengyixing Coal Co., Ltd., Li Yong Building Materials Co., Ltd. and Changhong Food Import and Export Co., Ltd. are registered shareholders with a registered capital of 654.38+0.5 million yuan.
A year later, the shareholders' meeting and the chairman of the board of directors had a contradiction in their business direction. Three shareholders made a resolution at the shareholders' meeting to remove Bao from the post of chairman and transfer 90% of the registered capital of the company to Hongyuan shares.
Take the case to the court and demand that the resolution of the shareholders' meeting be declared invalid.
question
Can the request for 1. package be supported by the court?
2. Is Bao a shareholder?
Analysis:
First, it can be supported by the court.
The reasons are as follows.
When the company was established, Sifang invested a total of 25 million yuan, of which Bao accounted for two fifths, and its investment was approved by the Industrial and Commercial Bureau. Treasure should also account for two-fifths of the company's registered capital150,000.
On the transfer of shares, three shareholders of the board of directors hold three-fifths of the shares, which is less than two-thirds of the legal shares, and their decision is invalid.
Second, there is shareholder status.
Bao's name was not registered when the company was established, but his capital contribution was approved by the Industrial and Commercial Bureau and he owned the equity certificate, so he was a legitimate shareholder.
This is a dormant shareholder in company law.