1. What is the definition of shareholders in the Company Law?
Shareholders are investors or investors of joint-stock companies. Shareholders are shareholders of a joint stock limited company or a limited liability company, and have the right to attend the shareholders' meeting and have the right to vote. They also refer to investors in other joint ventures.
Legal status:
1. In the relationship between shareholders and the company, shareholders, as investors, enjoy the rights of owners to share profits, make major decisions and choose managers according to the amount of investment (unless otherwise agreed by shareholders).
2. In the shareholder relationship, all shareholders have equal status and enjoy the same rights and interests in principle, but other provisions can be made in the company's articles of association.
Second, the related rights of shareholders.
1, right of informed inquiry
The Company Law stipulates that shareholders of a limited liability company 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 of a joint stock limited company have the right to consult the company's articles of association, shareholders' register, corporate bond stubs, minutes of shareholders' general meeting, resolutions of the board of directors, and financial and accounting reports, and make suggestions or questions on the company's operation.
Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors or supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers; Have the right to know the remuneration of directors, supervisors and senior managers from the company; The shareholders' (general) meeting has the right to require directors, supervisors and senior managers to attend the shareholders' meeting as nonvoting delegates and accept questions from shareholders.
The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.
When exercising the above-mentioned right to know and obtaining relevant information, shareholders shall provide their identity documents to the industrial and commercial departments. If the industrial and commercial department requires other materials to prove the identity of shareholders, such as shareholder certificates, shareholders can apply to the company for assistance in production and distribution. For the sake of interests, shareholders who do not want to be known by the company when inquiring about industrial and commercial files can also consult a lawyer. Anonymous shareholders are not suitable for inquiring about industrial and commercial information with certificates. Because the industrial and commercial departments cannot directly verify the true identity of shareholders. Anonymous shareholders can only inquire about the company's industrial and commercial registration information through the company's assistance or lawyer's agent.
2. Decision-making voting rights
Shareholders have the right to attend (or entrust a representative to attend) the shareholders' (general) meeting, and exercise the right to vote and discuss according to the proportion of shares or other agreements. The Company Law also gives the right to request the cancellation of illegal resolutions, stipulating that if the convening procedures and voting methods of the shareholders' meeting or the shareholders' general meeting or the board of directors violate laws, administrative regulations or the company's articles of association, or the contents of the resolution violate the company's articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
3, the right to vote
Shareholders have the right to elect and be elected as members of the board of directors and the board of supervisors.
4. Right to income
Shareholders have the right to receive dividends in accordance with laws, regulations and the Articles of Association. After the termination of the company, pay the liquidation expenses, employees' salaries, social insurance expenses and legal compensation, pay the taxes owed, and pay off the remaining assets after the company's debts.
5. Right of claim for dissolution of the company
Article 182 of the Company Law stipulates that the company has serious difficulties in operation and management, and its continued existence will cause great losses to shareholders' interests. If it cannot be solved by other means, shareholders who hold more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Litigation rights of shareholders' representatives
"Shareholder's Representative Litigation" refers to that when the directors, supervisors and senior managers of the company violate laws, administrative regulations or articles of association when performing their duties, causing losses to the company, and the company fails to exercise the right of litigation, eligible shareholders can bring a lawsuit for damages to the court in their own name.
(1) mechanism: it is both a representative and an agent, with public welfare purposes. It is different from * * * litigation (representative litigation) and class litigation.
(2) Plaintiff qualification: Any shareholder of a joint stock limited company who individually or collectively holds more than 65,438+0% of the company's shares for more than 65,438+080 consecutive days may bring a lawsuit on behalf of the company.
(3) Defendant's scope: The first category is directors, supervisors and senior managers as stipulated in Article 15 1 of the Company Law; The other category is "others" as stipulated in the third paragraph of Article 15 1, that is, if others infringe upon the legitimate rights and interests of the company and cause losses to the company, eligible shareholders may also bring a shareholder representative lawsuit. "Others" here should include any natural person and enterprise that infringes on the interests of the company, such as major shareholders, actual controllers, or debtors who illegally occupy the company's assets.
(4) Cause of responsibility: Violation of laws, administrative regulations or the Articles of Association, resulting in the occurrence of damage results of the company.
(5) Burden of proof: The "fault liability" is stipulated in the principle of imputation, and the plaintiff bears the burden of proof.
(6) Pre-procedure: Under normal circumstances, shareholders can't bring a lawsuit directly to the court, but should first seek the company's intention, that is, request the board of supervisors (supervisors) or the board of directors (executive directors) in writing to sue directors, supervisors, senior managers or other people who are representatives of the company. The board of supervisors, the supervisors, the board of directors and the executive director of a limited liability company without a board of supervisors refuse to file a lawsuit after receiving the written request from the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the lawsuit is not filed immediately in an emergency. Eligible shareholders have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders may bring a lawsuit to the people's court in accordance with the above provisions.
(7) Ownership of litigation results: belonging to the company, not to individual shareholders. Shareholders only share the interests of shareholders brought about by winning the financial case in proportion to their shares.
Note: Shareholder's representative litigation has solved the problem of absence of subject in the protection of company's rights and interests in the past.
Step 6 give priority
When a company increases capital or issues new shares, under the same conditions, shareholders have the priority to subscribe, and shareholders of a limited company also have the priority to transfer shares to other shareholders.
7. Right to propose a meeting
The full name is the proposal convening right of the extraordinary shareholders' meeting.
Shareholders' meetings are held irregularly, but in special circumstances, in order to expand the interests of the company and realize the interests of shareholders to a greater extent, shareholders may propose to hold an extraordinary shareholders' meeting under certain conditions.
To sum up, shareholders are particularly important for a company. With the contribution of shareholders, the company will become bigger and stronger. The rights of shareholders shall be determined according to the amount of capital contribution. However, when the company makes any major decisions, it must be decided by the shareholders' meeting, which is also their due power. Therefore, the status of shareholders in the company is very important.