Article 35 of the Company Law of People's Republic of China (PRC) stipulates that shareholders shall receive dividends in proportion to their paid-in capital contributions; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
Suppose that the registered capital of a company is 10000 yuan, and it is clearly stipulated in the articles of association submitted to the industrial and commercial bureau that Party A contributes 9900 yuan, with a dividend of 60%, and Party B contributes 100 yuan, with a dividend of 40%. At this time, the actual contribution of B is only 1%, but it is 40%.
At the same time, because the second paragraph of Article 3 of the Company Law of People's Republic of China (PRC) stipulates that "the shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; The shareholders of a joint stock limited company are liable to the company to the extent of the shares subscribed by them. Therefore, when B is liable, it only bears the legal liability of 100 yuan.
Extended data:
Rights and obligations of shareholders
The acquisition and existence of performance shares are often based on effective share gift agreements. The effectiveness of the share donation agreement belongs to the agreement between shareholders, which is equally binding on shareholders as the establishment agreement, and the content of the share donation agreement can also be reflected in the company's articles of association. Since shareholders have not actually contributed capital, the confirmation of shareholders' qualifications is entirely subject to the share gift agreement.
If the Share Donation Agreement can be revoked, invalid or dissolved, the shareholders of dry shares will naturally be disqualified. The rights and obligations of performance shares, such as dividend claim and voting rights, are determined by agreement, but the obligations of shareholders, especially external obligations, are the same as those of ordinary shareholders, on the grounds that shareholders are registered and publicized.
But generally speaking, if the shares received by the shareholders of dry shares are defective shares, the transferee of shares shall also bear the obligation of capital contribution. But generally speaking, if some of them are defective shares and some are normal shares, then the donated shares will be recognized as normal shares first, and only when they are insufficient will they be recognized as defective shares.
legal status
In general, the acquisition and existence of performance shares are based on effective share grant agreements.
A dry shareholder who changes shareholders and registers with the Industrial and Commercial Bureau becomes a full shareholder and fully enjoys the rights and obligations of shareholders.
References:
Baidu encyclopedia-blue chip stocks