Article 32 stipulates that 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.
The company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.
Article 33 stipulates that shareholders have the right to consult and copy the articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports.
Shareholders may request to consult the company's accounting books. Where a shareholder requests to consult the company's accounting books, he shall submit a written request to the company, explaining the purpose.
If the company has reasonable reasons to believe that the shareholders' access to the accounting books has improper purposes, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to the shareholders within 15 days from the date of the shareholders' written request, explaining the reasons. If the company refuses to provide inspection, the shareholders may request the people's court to require the company to provide inspection.
Article 35 stipulates that after the establishment of the company, shareholders shall not withdraw their capital contribution.
Article 41 stipulates that all shareholders shall be notified fifteen days before the convening of the shareholders' meeting. However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 43 stipulates that the methods of discussion and voting procedures of the shareholders' general meeting shall be stipulated in the company's articles of association unless otherwise stipulated in this Law.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Article 44 stipulates that a limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 50 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company.
The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
Extended data:
The present situation of minority shareholders' rights protection in China's limited liability companies
Minority shareholders are excluded from decision-making and management, and deprived of "the right to know" and the right to relief.
According to the legislative intent of the Company Law, the corporate governance structure should be composed of shareholders' meeting, board of directors, board of supervisors and manager. Their functions are:
Shareholders' meeting is the highest authority composed of all shareholders of a limited company. All major matters of the company, including but not limited to the business policy and investment plan, election and replacement of directors, deliberation and approval of the report of the board of directors and the profit distribution plan of the company, shall be decided by the shareholders' meeting.
As the permanent leading body of the company, the board of directors is elected by the shareholders' meeting, and as the executive body of the shareholders' meeting, it is responsible for the company's business decision-making and management activities.
As a supervisory body, the board of supervisors can check the company's financial affairs and put forward corrective opinions on the legality of the actions of the company's directors and managers and the actions that harm the company's interests. The manager is responsible for the daily business activities.
However, Article 4 1 of the Company Law stipulates: "At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. "Therefore, although the composition of the board of directors is not mandatory, it is basically composed of major shareholders, and minority shareholders cannot enter the board of directors.
And the board of directors has the right to decide the company? Business plan and investment plan; To formulate the company's profit distribution plan and loss compensation plan; The appointment and removal of company managers and other powers that determine the company's life and death will inevitably lead to the board of directors becoming the highest authority in fact, while the real shareholders' meeting will be overhead.
Even the trinity of shareholders, directors and managers. According to the regulations, the board of supervisors also includes shareholder representatives and an appropriate proportion of employee representatives (in practice, private enterprises rarely do this). Since it is a shareholder representative, it is natural for a major shareholder to act as an agent. Therefore, directors, supervisors and managers of companies are often major shareholders or "played in the palm of their hands" by major shareholders.
According to the investigation of shareholder litigation of 1995 to 1996 by the British Law Commission, about 67% of the cases were caused by the plaintiff being pushed out of the management.
On the premise that minority shareholders cannot directly enter the decision-making level and management level of the company, minority shareholders can only settle for the second best, that is, they need to know the operation of the company.
However, because minority shareholders do not directly participate in the operation and management of the company, and because of the closeness of the limited company, shareholders are in a weak position of information asymmetry in the process of obtaining the expected benefits, and the realization of their interests will inevitably fall into great risks.
Only when shareholders know the business information of the company or directors accurately and timely, that is, they have full "right to know", can they prevent the board of directors from harming shareholders and take necessary relief measures in time afterwards, thus ensuring the realization of their expected interests.
The legislative defects of the Company Law in this respect cannot guarantee that the rights of minority shareholders can be fully protected.
The current Company Law only stipulates in Article 32 that "shareholders have the right to consult the minutes of the shareholders' meeting and the company's financial and accounting reports" and the first paragraph of Article 176 that a limited liability company shall send the financial and accounting reports to all shareholders within the time limit stipulated in the company's articles of association.
In fact, there is no concept of "right to know" in the legislation of the Company Law. We can think that the law gives shareholders the right to know the company's operating conditions and the business activities of the company's senior managers by consulting the company's financial reports, accounting books and other materials related to the company's operation, decision-making and management, and asking questions related to the above.
Shareholders' right to know should include: the right to consult financial and accounting reports, the right to consult account books and the right to choose inspectors.
However, according to the second paragraph of Article 175 of the current Company Law of China, the financial and accounting reports available to shareholders only include: balance sheet, income statement, statement of changes in financial position, statement of financial position and statement of profit distribution. In practice, most people's courts only order the plaintiff to consult the accounting data within the aforementioned scope.
From a global perspective, the British Company Law 1985 stipulates that financial accounting reports include annual accounts (balance sheet and income statement), board reports and auditor reports;
The revised Model Company Law of the United States stipulates that companies should provide annual financial statements and transaction records of affiliated companies to shareholders. Since the financial and accounting reports are prepared by the board of directors for shareholders' reference, rather than the original account books, it is difficult for shareholders to judge whether the directors have improper business practices only by consulting the financial and accounting reports, so it is necessary for shareholders to have the right to consult the account books.
The right to consult accounting books refers to the right of shareholders to consult the basic materials (including accounting books, accounting materials and relevant records) needed by the company to produce financial and accounting reports. It can be said that the wider the range of accessible account books, the more sufficient and true the information about the company's operation can be obtained by shareholders.
Therefore, all accounting books and production accounting (including original accounting vouchers, subpoenas, contracts, tax returns, telegrams, etc.). ), which can reflect the company's financial and management status, and should also include the minutes of board meetings and minutes of board meetings.
All kinds of accounting materials, original accounting vouchers and other related accounting records on which the account books depend not only have an impact on shareholders' investment strategies, but also facilitate shareholders to supervise the company's operations.
Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law