Because according to the regulations, it is best for the company to reduce its capital in the same proportion. If it decides to make a directional capital reduction resolution, it must convene a shareholders' meeting and be unanimously agreed by all shareholders, otherwise there is a legal risk that the resolution will be invalid. Because the directional capital reduction will inevitably lead to the readjustment of the ownership structure, which violates the general principle of the same share and the same right. If it is necessary to make up the company's losses and withdraw the common reserve fund before the company makes a resolution to reduce its capital contribution to shareholders, it shall not return its capital contribution to shareholders before paying off its debts or providing guarantee. Otherwise, the behavior of returning the investment funds without making up the losses will lead to the reduction of the company's net assets and harm the interests of other shareholders and creditors, and will be deemed invalid.
If the company has an accident, the shareholders shall not bear legal responsibility, and shall judge according to the specific actual situation:
1. When the assets of the company are insufficient to pay off the debts, the shareholders make false contributions and need to bear the responsibilities within the false scope, because increasing the registered capital of the company is an act of expanding the business scale and increasing the responsibility capacity, which is no different from the initial contribution when the company was established;
2. If the shareholders of the company have defects in increasing their capital contribution, they shall bear the same responsibilities as the defects in capital contribution when the company was established;
3. If the shareholders withdraw all the registered capital or the registered capital after withdrawal does not reach the statutory minimum, the company shall be deemed to have lost its legal person status, and the shareholders shall bear unlimited joint liability;
4. If the shareholders of the company abuse their rights and cause losses to the company or other shareholders, they need to bear the responsibility;
5. If the company's criminal responsibility constitutes a criminal offence, the directly responsible person in charge and other directly responsible personnel shall be punished, and shareholders shall not be implicated.
To sum up, the directional capital reduction requires the unanimous consent of shareholders. Because according to the regulations, it is best for the company to reduce its capital in the same proportion. If it decides to make a directional capital reduction resolution, it must convene a shareholders' meeting and be unanimously agreed by all shareholders, otherwise there is a legal risk that the resolution will be invalid. Because the directional capital reduction will inevitably lead to the readjustment of the ownership structure, which violates the general principle of the same share and the same right.
Legal basis:
Article 20 of the Company Law of People's Republic of China (PRC)
Shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.