The situation you described belongs to shareholder deadlock.
According to Article 44 of the Company Law, the discussion methods and voting procedures of the shareholders' meeting are stipulated in the articles of association, unless otherwise stipulated in this Law. I wonder how the articles of association of your company are formulated. Is there a lack of regulations in this regard? However, China's "Company Law" lacks corresponding provisions for shareholders of limited liability companies not to participate in shareholders' meetings. Failure to attend the shareholders' meeting may be regarded as abstention. We can refer to Article 104 of the Company Law on whether the resolution of the shareholders' meeting of a joint stock limited company is passed on the basis of the voting rights held by the shareholders present at the shareholders' meeting, and the resolution must be passed by more than two thirds of the shareholders present. Otherwise, because some shareholders do not attend the shareholders' meeting, the company's affairs cannot be carried out normally and the rights and interests of other shareholders are damaged.
In addition, if the other party refuses to attend the shareholders' meeting and causes losses to the company, it may demand compensation from the other party.
If the industrial and commercial bureau refuses to deal with it, it may sue its administrative omission and request to change it.
This shows the importance of the articles of association to the company. I have in-depth research on company law, and in the long run, I suggest you solve this shareholder deadlock as soon as possible.
The questions asked are related to the following laws
1. I don't know what your capital increase method is except worrying about the dilution of shares. Because the usual capital increase is divided into year-on-year or different proportions of capital increase, investment capital increase and distributive capital increase, existing shareholders' capital increase and external investors' capital increase. It is necessary to specifically analyze whether the reason why minority shareholders do not sign is related to the design of capital increase plan.
2. The provisions of the Company Law and the implementation provisions of the Industrial and Commercial Bureau.
According to the existing company law, the capital increase plan submitted by the board of directors has been adopted by more than two-thirds of the voting shareholders, which should be effective and recognized by the industrial and commercial bureau. You can report to the industrial and commercial bureau at the next higher level where your company is registered, but it needs to be reminded that the convening of the shareholders' meeting and the capital increase plan drawn up by the board of directors should be implemented in accordance with the Company Law.
Hello, details are welcome.