Article 166 The after-tax profits of a company after making up its losses and withdrawing its common reserve fund shall be distributed by a joint stock limited company according to the proportion of shares held by shareholders, except that it is not distributed according to the proportion of shares as stipulated in the articles of association of a joint stock limited company.
2. For a limited liability company, the after-tax profit of the company after making up the losses and withdrawing the provident fund shall be distributed to shareholders in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
What rights do shareholders have besides dividends?
In addition to dividends, shareholders can also enjoy the right to vote, the right to subscribe for capital contribution first, the right to purchase first and so on. The rights enjoyed by specific shareholders include but are not limited to the following aspects:
1, voting right
Shareholders of the company attend the shareholders' meeting and have the right to vote on the resolutions of the shareholders' meeting. Shareholders attending the shareholders' meeting shall have one vote for each share they hold. 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.
The procedure and voting method of a limited liability company may be stipulated in the articles of association, in addition to those stipulated in the company law.
2. The right to subscribe for capital contribution in advance.
When a limited liability company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
3. Stock preemptive right
Shareholders of a limited liability company transfer their shares to people other than shareholders, and with the consent of other shareholders, other shareholders of the company have the preemptive right under the same conditions; If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. In addition, when the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
4. Access rights
Shareholders have the right to know the operation and financial status of the company.
Shareholders have the right to consult and copy the Articles of Association, minutes of shareholders' meeting, resolutions of the board of directors, resolutions of the board of directors 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.
5. The right of shareholders of a limited liability company to ask the company to buy back its equity.
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(1) The company has not distributed profits to shareholders for five consecutive years, but it has been profitable for five consecutive years and meets the prescribed conditions for profit distribution;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting adopts a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Require shareholders to fulfill their obligations of capital contribution, and after fulfilling the corresponding obligations, they can enjoy the rights of paying dividends, giving priority to capital contribution, proposing to convene a shareholders' (general) meeting, etc. As far as dividend rights are concerned, in the absence of special agreement, limited liability companies and joint stock limited companies pay dividends according to the paid-in capital contribution and shareholding ratio of shareholders respectively, but the premise of dividend is the company's profit.
Legal basis:
People's Republic of China (PRC) Securities Law
Article 91 A listed company shall specify the specific arrangements and decision-making procedures for distributing cash dividends in its articles of association, and protect shareholders' right to return on assets according to law.
If the after-tax profit of a listed company in the current year has a surplus after making up losses and withdrawing statutory reserve fund, it shall distribute cash dividends in accordance with the provisions of the company's articles of association.
Company Law of the People's Republic of China
Article 166 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw the reserve fund from the after-tax profits upon the resolution of the shareholders' meeting or general meeting.
After-tax profits of the company after making up losses and drawing provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 34 of this Law; A joint stock limited company shall distribute shares according to the proportion of shares held by shareholders, except that the articles of association of a joint stock limited company stipulate that shares shall not be distributed according to the proportion of shares held.
If the shareholders' meeting, shareholders' general meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
The company's shares held by the company shall not be distributed.