How many shareholders' consent is required for the merger of a limited liability company?

Legal analysis: the merger of companies should be decided by the shareholders' meeting. The resolution of the shareholders' meeting of a limited liability company on the merger of the company must be passed by shareholders representing more than two thirds of the voting rights. The shareholders' meeting of a joint stock limited company shall make a resolution on the merger of the company, which must be approved by more than two thirds of the voting rights held by the shareholders present at the meeting. In other words, the shareholders' resolution system of merger applies the principle of capital majority decision, which is also a common practice at home and abroad. Although China's Company Law stipulates the principle of capital majority decision, it does not clearly stipulate the number of shareholders attending the shareholders' meeting. Therefore, based on the consideration of the interests of minority shareholders, it is necessary to clearly stipulate the minimum attendance ratio of shareholders at the shareholders' meeting in the Company Law, and stipulate that the shareholders' meeting of a joint stock limited company can only be held when the number of shareholders attending the meeting reaches a certain proportion of the total number of shareholders. The resolution of the shareholders' meeting must be passed by a certain proportion of the voting rights held by the shareholders present at the meeting. Only in this way can we effectively prevent a few major shareholders from manipulating the resolutions of the shareholders' meeting, ensure that the resolutions of the shareholders' meeting fully reflect the will of the majority of shareholders and protect the legitimate rights and interests of shareholders.

Legal basis: People's Republic of China (PRC) Company Law.

Article 38 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this Law.

Article 39 Shareholders' meetings are divided into regular meetings and temporary meetings. Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.

Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights. The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.

Article 105 When electing directors and supervisors at the shareholders' meeting, the cumulative voting system may be implemented according to 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.