(20 19 was considered and adopted by the the Supreme People's Court Judicial Committee at its meeting1766th on April 22nd, and shall come into force on April 29th, 20 19).
Fa Shi [2065438+09] No.7
In order to correctly apply the Company Law of People's Republic of China (PRC), combined with the trial practice of the people's court, the following provisions are made on the legal application of disputes such as the protection of shareholders' rights and interests.
Article 1 If the related party transaction harms the company's interests, the plaintiff company requests the controlling shareholder, actual controller, directors, supervisors and senior management personnel to compensate the losses caused by it according to Article 21 of the Company Law, and the people's court will not support the defendant's defense only on the grounds that the transaction has fulfilled the procedures of information disclosure, shareholders' meeting or shareholders' meeting approval stipulated in laws, administrative regulations or the company's articles of association.
If the company has not brought a lawsuit, shareholders who meet the conditions stipulated in the first paragraph of Article 151 of the Company Law may bring a lawsuit to the people's court in accordance with the provisions of the second and third paragraphs of Article 151 of the Company Law.
Article 2 If the related party transaction contract is invalid or revocable, and the company has not sued the other party to the contract, the shareholders who meet the requirements stipulated in the first paragraph of Article 151 of the Company Law may bring a lawsuit to the people's court in accordance with the provisions of the second and third paragraphs of Article 151 of the Company Law.
Article 3 If a director is removed by a valid resolution of the shareholders' meeting or the shareholders' meeting before the expiration of his term of office, the people's court will not support him if he claims that the removal has no legal effect.
If a director brings a lawsuit for compensation to the company after being dismissed from his post, the people's court shall, in accordance with the provisions of laws, administrative regulations, the articles of association or the contract, comprehensively consider the reasons for dismissal, the remaining term of office, the director's salary and other factors to determine whether to compensate and the reasonable amount of compensation.
Article 4 After the shareholders' meeting or shareholders' general meeting makes a resolution, the company shall complete the profit distribution within the time specified in the resolution. If the time is not specified in the resolution, the provisions of the articles of association shall prevail. If the time is not specified in the resolution and articles of association or exceeds one year, the company shall complete the profit distribution within one year from the date of making the resolution.
If the completion time of profit distribution stipulated in the resolution exceeds the time stipulated in the company's articles of association, shareholders may request the people's court to cancel the time stipulated in the resolution in accordance with the provisions of the second paragraph of Article 22 of the Company Law.
Article 5 The people's court shall pay attention to mediation when trying cases where there are major differences among shareholders of a limited liability company. If the parties reach an agreement to resolve their differences by the following means without violating the mandatory provisions of laws and administrative regulations, the people's court shall support it:
(1) The company repurchases some shareholders' shares;
(2) Other shareholders have transferred some shareholders' shares;
(3) Others transfer some shareholders' shares;
(4) Capital reduction of the company.
(5) Division of the company.
(six) other ways to resolve differences, resume the normal operation of the company and avoid the dissolution of the company.
Article 6 These Provisions shall come into force as of April 29, 2009.
These Provisions shall apply to cases that have not been closed after the implementation of these Provisions; These Provisions shall not apply to cases that have been concluded before the implementation of these Provisions, or cases that have been retried through trial supervision procedures.
If the judicial interpretation previously issued by our court is inconsistent with these provisions, these provisions shall prevail.