What is the situation of two-thirds capital in company law?
What is two-thirds capital in company law? 1. The resolution of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolution of the company's merger, division, dissolution or change of corporate form must be passed by shareholders representing more than two thirds of the voting rights. 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. 2. The resolution of the shareholders' meeting must be adopted 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. 3. If a listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets, it shall make a resolution at the shareholders' meeting, which shall be passed by more than two thirds of the voting rights held by the shareholders present at the meeting. 2. What are the basic principles of shareholders' voting rights? In a modern joint venture company, shareholders enjoy rights and interests according to their capital contribution, and their decision-making power on company affairs is directly proportional to their capital contribution in the company. Therefore, the voting right of shareholders is based on the principle of capital equality and capital democracy with one share and one vote, rather than the voting principle of one person, one vote in modern democratic society with human nature. This basic principle is also reflected in the discussion and voting procedures of limited liability companies and joint stock limited companies in China's Company Law. For example, Article 106 of the Company Law stipulates: "When shareholders attend the shareholders' meeting, each share they hold has one vote"; 130 also emphasizes "the same shares have the same rights and the same shares have the same benefits". In other words, shareholders enjoy the same number of voting rights according to the number of shares they hold, which is the principle of equality of voting rights of shareholders, and its main contents are one share, one right and a majority vote. The equality of shareholders' voting rights here does not mean that every shareholder has the same voting rights, but that every equal amount of capital contribution or every share has the same voting rights, which is the equality of shareholders on the basis of shares, and shareholders enjoy corresponding voting rights according to their capital contribution or the number of shares held. Two-thirds of the company law has certain binding significance, but for specific problems, it needs constant practice. The company's major decisions definitely need to be voted by itself, so at this time, two-thirds will be decisive, so it will be of positive significance to know more about specific issues.