1. What are the requirements for a joint stock limited company to convene a shareholders' meeting?
1. Limited liability company: If shareholders representing more than one-tenth of the voting rights, more than one-third of directors, supervisors or supervisors of companies without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
2. Limited by Share Ltd: In any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:
(1) When the number of directors is less than two thirds of the number stipulated in this Law or the articles of association.
(2) When the company's uncompensated losses reach one third of the total paid-in share capital;
(3) The request of shareholders who individually or collectively hold more than 0/0% of the shares of the company/KLOC.
(4) When the board of directors deems it necessary;
(5) The time proposed by the board of supervisors.
(6) Other circumstances stipulated in the Articles of Association.
Article 102 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting. If the board of directors fails to perform or fails to perform the duties of convening the shareholders' meeting, the board of supervisors shall convene and preside over it in time; If the Board of Supervisors fails to convene and preside over the meeting, shareholders who have held more than 0/0% of the shares of the company/KLOC-0 for more than 90 consecutive days may convene and preside over the meeting by themselves.
Article 103 When convening a general meeting of shareholders, shareholders shall be informed of the meeting time, place and matters to be considered 20 days before the meeting. The extraordinary shareholders' meeting shall be notified to all shareholders fifteen days before the meeting; Where bearer shares are issued, the time, place and matters for deliberation of the meeting shall be announced 30 days before the meeting is held. Shareholders who individually or collectively hold more than 3% of the company's shares may put forward an interim proposal and submit it to the board of directors in writing ten days before the shareholders' meeting; The board of directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the shareholders' meeting for consideration. The contents of the interim proposal shall fall within the terms of reference of the shareholders' meeting, with clear topics and specific resolutions. The general meeting of shareholders shall not make resolutions on matters not listed in the notices in the preceding two paragraphs.
2. What are the flaws in the resolution of the shareholders' meeting?
The defects in the resolutions of the shareholders' meeting refer to that the procedures or contents of the resolutions adopted by the shareholders' meeting violate the provisions of laws, administrative regulations or the articles of association and infringe upon the legitimate rights and interests of the company or other shareholders. The resolution of the shareholders' general meeting is flawed, and the company law gives shareholders two kinds of relief rights, namely, requesting to confirm that the resolution of the shareholders' general meeting is invalid or requesting to cancel it.
1. Shareholders request to confirm that the resolution of the shareholders' meeting is invalid or have the right to request the court to cancel the resolution of the shareholders' meeting, but they have the right of cancellation, which is different from the right of cancellation stipulated in Article 55 of the Contract Law, because the resolution of the shareholders' meeting has the superficial characteristics of the contract, but it is different from the contract. The contents of the resolutions of the shareholders' general meeting are not limited to the division of rights and obligations among shareholders, but may also include a series of issues such as company operation, investment, labor remuneration and managers' remuneration.
2. Where a shareholder requests to confirm that the resolution of the general meeting of shareholders is invalid or requests the court to cancel the resolution of the general meeting of shareholders, the company shall be listed as the defendant. The shareholders' meeting is the highest authority of the company, and the legal effect of the resolutions of the shareholders' meeting can only be attributed to the company itself. It can be seen that in the shareholders' meeting of a limited liability company, the conditions and appropriate powers must be met first, and only one person, or even only one person, has priority authority. Every general meeting of shareholders is held at the same time, which requires planning and notification about one month in advance. If you encounter problems during the meeting, you can consult a lawyer.