The setting of one-vote veto can only be implemented in limited liability companies, and not all shareholders have this right. Usually, this right is to make special provisions on some important matters in the company's articles of association, such as company merger, division, acquisition, dissolution, liquidation or change of company form, merger and disposal of major assets, foreign investment and financing, etc. When venture capitalists are minority shareholders, they can stipulate one-vote veto in the investment agreement and the articles of association to protect their investment interests. But this right must be clearly stipulated in the company's articles of association, usually to protect the interests of minority shareholders, or special arrangements in some cases, such as venture capital.
Ways of exercising shareholders' rights in a limited liability company;
1. Shareholders' meeting decision: The shareholders' meeting is the authority of a limited liability company, and shareholders exercise their rights through the shareholders' meeting, including electing directors and supervisors and deciding on major issues of the company;
2. Voting rights: Shareholders exercise their voting rights according to the proportion of shares held, usually not one person, one vote, but "one share, one vote";
3. Proposal right: Shareholders have the right to submit proposals to the shareholders' general meeting, requesting the convening of an extraordinary shareholders' general meeting or making proposals;
4. Right to know: Shareholders have the right to consult the articles of association, meeting minutes, financial statements, etc. Understand the company's operating conditions;
5. Dividend right: shareholders have the right to obtain the profits distributed by the company according to their shareholding ratio;
6. Pre-emptive right: When issuing new shares, shareholders have the right to pre-empt in order to maintain their shareholding ratio in the company.
To sum up, not all shareholders of a limited liability company have one vote of veto. This right is usually stipulated in the company's articles of association to protect the interests of minority shareholders or special arrangements under certain circumstances.
Legal basis:
Company Law of the People's Republic of China
Article 103
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. The resolution of the shareholders' meeting must be passed 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.