Legal analysis: The provisions of the Company Law of China on the voting rights of shareholders of limited liability companies are arbitrary and not mandatory. Shareholders may exclude their applications through the articles of association. Therefore, it is legal for the company to stipulate that shareholders who have not contributed in proportion do not enjoy shareholder rights. Shareholders' voting right is an important shareholder's right and the basic way for shareholders to express their will. There are two forms of company organization in China: limited liability company and joint stock limited company, and the protection of shareholders' voting rights by these two types of companies is not the same. Shareholders of a limited company shall exercise their voting rights in proportion to their capital contribution, unless otherwise stipulated in the articles of association; The shareholders of a joint stock limited company shall have one share and one right, and there shall be no exceptions in the articles of association. This is mainly because the personal trust relationship between shareholders of a limited liability company is often the basic premise of its establishment; The articles of association, as the internal autonomy rules of the company, are drawn up by shareholders or promoters according to their own free will, which is the unified will of many parties. The articles of association can stipulate what is permitted by law and what is not prohibited by law. For legal basis, please refer to Article 43 of the Company Law. The shareholders shall exercise their voting rights in proportion to their capital contribution. However, unless otherwise stipulated in the articles of association.
Legal basis: Civil Code of People's Republic of China (PRC).
Article 31 After the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders.
Article 32 A limited liability company shall keep a register of shareholders, which shall record the following items:
(1) the name and domicile of the shareholders; (2) Capital contribution of shareholders. (3) The serial number of the capital contribution certificate.
Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
A company shall register the names of its shareholders with the company registration authority. If there is any change in the entry, it should be registered. Without registration or change of registration, it may not confront a third party.
Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.