I. Resolutions of the shareholders' meeting:
The resolution of the shareholders' meeting refers to the resolution made by the shareholders' meeting of a limited liability company on the matters discussed according to its functions and powers. Under normal circumstances, when making a resolution at the shareholders' meeting, the principle of "capital majority decision" is adopted, that is, shareholders exercise their voting rights in proportion to their capital contribution. However, when making a resolution on the transfer of capital contribution by shareholders to persons other than shareholders, it must be agreed by more than half of all shareholders. This shows that the limited liability company has both the nature of "human cooperation" and "capital cooperation".
If it is otherwise stipulated in the Company Law, it shall be stipulated in the articles of association. The resolution method of the shareholders' meeting is also different due to different resolutions. Ordinary resolutions must be passed by shareholders representing 1/2 or more voting rights; Shareholders representing more than two thirds of the voting rights may make special resolutions. According to the Company Law, special resolutions refer to amending the articles of association, increasing or decreasing the registered capital, division, merger, dissolution or change of company form.
Second, the legal effect of the resolution of the shareholders' meeting:
The shareholders' meeting is the highest authority of the company, and the resolutions made by the shareholders' meeting according to law have legal effect. However, the resolution made by the shareholders' meeting should be legal in procedure and content and conform to the provisions of the company's articles of association, otherwise the effectiveness of the resolution may be affected.
Mainly based on the following reasons:
1, Procedure for Convening Extraordinary General Meeting of Shareholders.
The shareholders' meeting of the company shall be notified by the chairman. According to the Company Law, the right to convene the shareholders' meeting belongs to the board of directors of the company. The chairman has the right to call a board meeting, but he has no direct right to call a shareholders' meeting. Therefore, the chairman has no right to convene an extraordinary shareholders' meeting without holding a meeting of the board of directors to discuss and make a decision.
In addition, it should be noted that whether shareholders attend and vote in accordance with the Notice does not affect their right to apply for cancellation of the resolution of the general meeting of shareholders.
2. Notice time of the meeting.
If there are no special provisions in the articles of association and there are no special agreements among shareholders, the company shall notify all shareholders fifteen days before the meeting is held.
3. The articles of association may, within the scope permitted by law, make special provisions on matters related to the resolutions of the shareholders' meeting. The convening procedures, voting methods and resolutions of the shareholders' general meeting violate other special provisions in the Articles of Association, which can also be used as reasons for cancellation.
Generally speaking, the shareholders' rights of a company are still great, and several shareholders together are greater than the chairman.
Legal objectivity:
Article 43 The mode of discussion and voting procedures of the shareholders' meeting in the Company Law of People's Republic of China (PRC) shall be stipulated in the articles of association, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.