1. When the company is a limited liability company, shareholders may exercise the following rights.
1, exercise the right to know according to law
If minority shareholders want to safeguard their legitimate rights and interests, they must first have a full understanding of the company. According to Article 34 of the Company Law, shareholders of the company have the right to consult and copy the articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial accounting reports, which is also the first choice for shareholders to fully understand the company. These rights of shareholders are legal and the company cannot refuse them.
After consulting these materials, shareholders may, after analysis, request the people's court to confirm that the resolutions of the shareholders' meeting or the shareholders' meeting or the board of directors violate laws and administrative regulations.
If shareholders think that the convening procedures and voting methods of shareholders' meeting and board meeting violate laws, administrative regulations or the company's articles of association, or the contents of the resolution violate the company's articles of association, shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
If minority shareholders think it is necessary, they may submit a written application to the company in accordance with the provisions of the third paragraph of Article 34 of the Company Law, explain the purpose and request to consult the company's accounting books. If the company refuses to provide inspection, or fails to give a written reply and explain the reasons within fifteen days, the shareholders may request the people's court to require the company to provide inspection.
When the company infringes the shareholders' right to know, the shareholders can bring a lawsuit to the people's court with jurisdiction in the name of the plaintiff. As most of the people who infringe shareholders' right to know in practice are controlling shareholders or actual controllers, the company and them should be regarded as * * * co-defendants when suing, and they should be required to bear joint and several liabilities.
2. Exercise the right to convene and preside over the shareholders' meeting according to law.
Small and medium shareholders can exercise the right to convene and preside over shareholders' meetings individually or jointly, and safeguard their legitimate rights and interests.
If the board of directors, executive directors, board of supervisors or supervisors of the company do not convene and preside over the shareholders' meeting, or minority shareholders think it necessary to convene an extraordinary shareholders' meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the shareholders' meeting on their own according to the provisions of Article 40 and Article 4 1 of the Company Law.
Of course, when shareholders who meet the statutory requirements convene and preside over the shareholders' meeting by themselves, they shall notify all shareholders fifteen days before the meeting according to the provisions of Article 42 of the Company Law. (Unless otherwise stipulated in the Articles of Association or agreed by all shareholders). The meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. In order to avoid all previous efforts being wasted due to procedural problems.
3. The right to transfer equity according to law
According to Article 72 of the Company Law, shareholders have the right to transfer their shares according to law, and exercising the right of transfer according to law is also a way for shareholders to safeguard their legitimate rights and interests. When minority shareholders have conflicts of interest with the company, or think that the company has a bad future and is unwilling to be a shareholder of the company, they can end their relationship with the company by transferring equity, and realize their property rights in this way.
According to the provisions of this article, shareholders of a limited liability company may transfer all or part of their shares to each other. Unless otherwise stipulated in the Articles of Association, the transfer of shares by shareholders to persons other than shareholders shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. According to this regulation, when a shareholder decides to transfer all or part of his equity, other shareholders either agree or buy, and there is no other choice.
4. Exercise the preemptive right
This is the right enjoyed by all shareholders including minority shareholders. Minority shareholders should make full use of this provision to exercise their rights.
When some shareholders of the company transfer their shares in accordance with Articles 72 and 73 of the Company Law, other shareholders have the preemptive right to the transferred shares with the consent of the shareholders under the same conditions. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Therefore, if you want to continue to be a shareholder of the company and increase your shareholding, you must exercise the preemptive right in time. In this case, if other shareholders fail to exercise this right, you can significantly increase your shareholding. At least, you can get some shares in proportion to your shares, without reducing your holdings.
5. The right to require the company to acquire its equity at a reasonable price according to law.
According to Article 75 of the Company Law, the company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years, and the conditions for distributing profits stipulated in this Law are met; The merger, division or transfer of the company's main property; When the business term stipulated in the Articles of Association expires or other dissolution reasons stipulated in the Articles of Association occur, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
6. The right to safeguard the company and its legitimate rights and interests in its own name.
According to Articles 150, 152 and 153 of the Company Law, if directors and senior managers violate laws, administrative regulations or the articles of association when performing their duties, thus causing losses to the company, the shareholders of a limited liability company may request the board of supervisors in writing or the supervisors of a limited liability company without a board of supervisors to bring a lawsuit to the people's court; When the supervisor commits the above acts, the shareholders of a limited liability company may request the board of directors or the executive director of a limited liability company without a board of directors to bring a lawsuit to the people's court in writing.
The board of supervisors, the supervisors, the board of directors and the executive director of a limited liability company without a board of supervisors refuse to bring a lawsuit after receiving the written request from the shareholders specified in the preceding paragraph, or fail to bring a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the lawsuit is not brought immediately in case of emergency. Shareholders specified in the preceding paragraph have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company.
If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people's court in accordance with the provisions of the preceding two paragraphs.
Where a director or senior manager violates laws, administrative regulations or the provisions of the company's articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people's court.
7. The right to request the people's court to dissolve the company and conduct liquidation.
According to Article 183 of the Company Law, if the company encounters serious difficulties in operation and management, its continued existence will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders holding more than 0/0% of the voting rights of all shareholders of the company may request the people's court to dissolve the company. After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the debts of the company, the remaining property will be distributed by the limited liability company according to the proportion of shareholders' investment.
Two, when the company is a joint stock limited company.
1, exercise the right to know according to law
At this point, there is no difference between the shareholders of a joint stock limited company and the shareholders of a limited liability company in exercising their rights.
2. Exercise the right to convene and preside over the shareholders' meeting according to law.
The minority shareholders of a joint stock limited company are slightly different from the shareholders of a limited liability company when exercising this right.
According to Article 102 of the Company Law, if the board of directors fails to perform or fails to perform the duties of convening the shareholders' meeting, and the board of supervisors fails to convene and preside over it, shareholders who have held more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over it by themselves. There is a time limit for minority shareholders to hold shares, that is, they need to hold shares for more than 90 days. This is to prevent some shareholders from using temporary purchases to make their shareholding share reach this ratio for their own benefit.
Of course, when the shareholders who meet this requirement convene and preside over the shareholders' meeting by themselves, they also need to inform the shareholders of the time, place and matters to be considered 20 days before the meeting according to the provisions of Article 103 of the Company Law. The extraordinary shareholders' meeting shall be notified to all shareholders fifteen days before the meeting; Where bearer shares are issued, the time, place and matters for deliberation of the meeting shall be announced 30 days before the meeting is held.
Moreover, according to Article11of the Company Law, shareholders representing more than one tenth of the voting rights may also propose to convene an interim meeting of the board of directors. The chairman shall convene and preside over the board meeting within ten days after receiving the proposal. Eligible minority shareholders should also fully protect their legitimate rights and interests.
3. Right of proposal
According to Article 103 of the Company Law, shareholders who individually or collectively hold more than 3% of the company's shares may put forward interim proposals and submit them to the board of directors in writing ten days before the shareholders' meeting; The board of directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the shareholders' meeting for consideration. The contents of the interim proposal shall fall within the terms of reference of the shareholders' meeting, with clear topics and specific resolutions. The general meeting of shareholders shall not make resolutions on matters not listed in the notices in the preceding two paragraphs.
Small and medium-sized shareholders of joint stock limited companies should make full use of this provision and exercise their right to propose in order to strive for their rights to the maximum extent.
4. Make full use of the cumulative voting system to elect the directors you trust.
Article 106 of the Company Law stipulates that the shareholders' meeting may elect directors and supervisors in accordance with the provisions of the articles of association or the resolutions of the shareholders' meeting.
The cumulative voting system referred to in this Law means that when a general meeting of shareholders elects directors or supervisors, each share enjoys the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively.
Cumulative voting is a voting method, which aims to enable minority shareholders to exert influence on the board of directors. If cumulative voting is allowed, then the number of members of the board of directors to be elected multiplied by all voting common shares circulating outside is equal to the number of votes of all voting shares owned by shareholders. These stock votes can be used to select one or more director candidates. The cumulative voting rights of shareholders established by the current company law can effectively ensure that minority shareholders can elect spokespersons representing their interests and will to the board of directors and the board of supervisors, thus balancing the interest relationship between minority shareholders and major shareholders to a certain extent, buffering the control rights of major shareholders' voting rights and enhancing their right to speak in corporate governance, which is conducive to the improvement of corporate governance structure, which is incomparable to the direct exercise of voting rights by minority shareholders.
5. Entrust an agent to exercise voting rights.
According to Article 107 of the Company Law, shareholders may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization.
6. Right to transfer shares according to law
Except under the circumstances stipulated in Article 142 of the Company Law, the shares held by shareholders may be transferred according to law. This transfer varies depending on whether the shares it holds are registered or unregistered. As long as bearer shares are delivered in legal trading places, registered shares need to complete relevant procedures according to law before the transfer can take effect.
7. The right to protect the legitimate rights and interests of yourself and the company in your own name.
There are two differences between the shareholders of a joint stock limited company and the shareholders of a limited liability company when exercising this right. First, the shareholders who have the right to file a lawsuit are shareholders who have held more than 1% of the company's shares individually or collectively for more than 180 days. Second, according to Article 46 of the Securities Law of People's Republic of China (PRC), directors, supervisors and senior managers of listed companies and shareholders holding more than 5% of the company's shares sell their shares within six months after purchase, or buy them again within six months after sale, and the proceeds shall be owned by the company, and the board of directors of the company shall recover the proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive purchase of the remaining shares after sale, it is not restricted by the six-month period for selling the shares. If the board of directors of the company fails to implement the provisions of the preceding paragraph, shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement it within the above-mentioned time limit, shareholders have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of the first paragraph, the responsible directors shall bear joint liability according to law.
8. The right to request the people's court to dissolve the company and conduct liquidation.
This right is no different from the shareholders of a limited liability company, but the remaining property is distributed according to the proportion of shares held by shareholders.
In addition to the above rights, the Company Law also gives shareholders the right to safeguard their legitimate interests through civil litigation or other legal means in accordance with laws, administrative regulations and the articles of association. When their rights are infringed, shareholders of the company, especially small and medium shareholders, should take up the weapons given by law and actively safeguard their legitimate rights.