In China, the scope of company law adjustment is very wide, including some rights and interests of shareholders, and the rights and interests of some people related to the company will be safeguarded. In my real life, everyone knows that the controlling shareholder has great rights. To this end, the company law has also made provisions, and many people want to know. What is the provision of Article 2 16 of the Company Law concerning the controlling shareholder?
1. What is the provision on controlling shareholders in Article 2 16 of the Company Law?
According to Article 2 16 (2) of the Company Law, the controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting. Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Article 4 Shareholders of a company shall enjoy the right to return on assets, participate in major decisions and choose managers according to law.
Article 5 A company engaged in business activities must abide by laws, administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibilities. The legitimate rights and interests of the company are protected by law and shall not be infringed.
Article 6 To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company. Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered. The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.
Article 7 A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the company is the date of establishment of the company. The company's business license shall specify the company's name, domicile, registered capital, paid-in capital, business scope, name of legal representative and other matters. Where the matters recorded in the company's business license change, the company shall register the change according to law, and the company registration authority shall issue a new business license.
Article 8 A limited liability company established in accordance with this Law must indicate the words limited liability company or limited company in its name. A joint stock limited company established in accordance with this law must indicate the words joint stock limited company or joint stock company in its name.
Article 9 When a limited liability company is changed into a joint stock limited company, it shall meet the requirements of a joint stock limited company as stipulated in this Law. When a joint stock limited company is changed into a limited liability company, it shall meet the conditions of a limited liability company as stipulated in this Law. Where a limited liability company is changed into a joint stock limited company, or a joint stock limited company is changed into a limited liability company, the creditor's rights and debts before the company change shall be inherited by the changed company.
Second, others.
Article 10 The domicile of a company is the place where its main office is located.
Article 11 To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Article 12 The business scope of a company shall be stipulated in the articles of association and registered according to law. A company may amend its articles of association and change its business scope, but it shall register the change. Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.
Article 13 The legal representative of a company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Article 14 A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company. A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.
Fifteenth companies can invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises.
Article 16 The company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits. Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
First of all, I introduce the concept of controlling shareholder here, which means that shareholders are controlling shareholders if their capital contribution reaches more than 50% of the total capital of the company. In addition, I also introduced some legal provisions of the company, such as the responsibility of the legal representative of the company.