1. Dividend sharing right, preemptive right and voting right
Shareholders shall receive dividends 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; The shareholders shall exercise their voting rights in proportion to their capital contribution. The above situation is the normal state for a limited liability company to exercise dividend rights, preemptive rights and voting rights. In this state, the capital integration factors of limited liability companies are magnified in reality, while the integration characteristics of people are ignored. The reason why shareholders form a limited liability company through joint venture is based on people's understanding that limited liability and the property rights of independent legal persons should be the main driving force. Compared with whether to start a company and who to cooperate with to start a company, the financial distribution of a limited liability company should be a lower concept. Therefore, the revised Company Law takes note of the above problems and gives all shareholders the right not to exercise dividends, share subscriptions and voting rights according to the proportion of their capital contribution. In order to avoid the difficulties in the formation of shareholders' resolutions at the time of the incident, and for the lasting stability of the company, if the company needs to make an agreement on not paying dividends according to the proportion of capital contribution, giving priority to subscribing shares, exercising voting rights, etc., it should be clearly stipulated in the company's articles of association.
Two. Number of shareholders' meetings and notice time
The number of regular meetings of shareholders of a limited liability company is a matter that must be stipulated in the articles of association. The frequency limit shall be determined in combination with the company size, the number of shareholders, the number of shareholders serving as directors and other factors. Under normal circumstances, if the number of shareholders is small and the domicile is concentrated, more meetings can be appropriately stipulated; In the case of a large number of shareholders and scattered residences, and in the case that most of the board of directors is held by major shareholders, the number of meetings can be appropriately reduced. However, the shareholders' meeting, as the authority to decide major issues of the company, should be held at least once every two months and at least once every six months. It is recommended to hold it once every quarter.
As for the time of convening the shareholders' meeting and informing all shareholders. Regular meeting, usually 10 days before the meeting; The temporary meeting, as a special arrangement under extraordinary circumstances, should be specified as a short time before the meeting, which can be considered for 3 to 5 days as appropriate. In a word, the general provisions of the Company Law 15 on notifying all shareholders before the meeting are long and rigid, and the Articles of Association need to be adjusted appropriately under the authorization of the Company Law.
Three. Discussion methods and voting procedures of shareholders' general meeting
According to the Company Law, the discussion methods and voting procedures of the shareholders' meeting are stipulated in the company's articles of association, unless otherwise stipulated by law. Because the Rules of Procedure for Shareholders' General Meeting involves a lot of contents, it is easy to cause imbalance and excessive disparity in the contents of each part of the Articles of Association. It is suggested that the Rules of Procedure for Shareholders' General Meeting should be listed as an annex to the Articles of Association, combined with discussion methods, voting procedures, number of meetings and notification methods.
As an annex to the Articles of Association, the Rules of Procedure for Shareholders' General Meeting shall generally cover the following contents: 1. Authority of the shareholders' meeting; 2. The first general meeting of shareholders; 3. Number of meetings and notices; 4. Attend meetings; 5. Convene and preside over meetings; 6. Exceptions for convening meetings; 7. Formation of resolutions; 8. Conditions for producing resolutions in a non-meeting form; 9. Meeting minutes.
Four. Composition of the Board of Directors, Composition and Term of Directors
The board of directors is not only the executive body of the shareholders' meeting, but also the business decision-making body of the company, which is at the core of the company's daily operation. According to the law, the company's articles of association should make accurate, appropriate and controllable provisions on the composition, generation and term of office of directors. The number of members of the board of directors of a limited liability company should generally be determined to be between 3- 13, with 5 or 7 members for small and medium-sized enterprises and an odd number of 9 or more for large enterprises.
Based on the closed, closed and controllable characteristics of a limited liability company, the chairman and vice chairman are elected by the shareholders' meeting, which is more conducive to the trust and admiration of shareholders. Especially for private small and medium-sized companies, it is generally not suitable for the board of directors to set up a chairman and vice-chairman like a joint stock limited company. The term of office of directors is three years, which shall be stipulated in the articles of association. If most directors are shareholders, the term of office of directors can be up to 3 years. In this case, you can consider re-election once a year.
Verb (abbreviation of verb) Discussion mode and voting procedure of the board of directors
The discussion methods and voting procedures of the board of directors have the characteristics of rich content, strong independence and strong procedure, which should be summarized into "rules of procedure of the board of directors" in combination with other related contents and appear as an annex to the articles of association. Its basic content is: 1, the authority of the board of directors; 2. Exercise power during the intersessional period; 3. Term of office of directors; 4. Number of meetings and notices; 5. Attend meetings; 6. Convene and preside over meetings; 7. Formation of resolutions; 8. Meeting minutes.
Functions and powers of the executive director of intransitive verbs
A limited liability company with a small number of shareholders or a small scale may abandon the establishment of the board of directors and only have one executive director. The Company Law also authorizes the Articles of Association to stipulate the functions and powers of the executive director. Under this framework, the position of manager can generally be abandoned, and the company's articles of association should define the functions and powers of the executive director as the combination of part of the functions and powers of the board of directors and the functions and powers of the manager in the Company Law. The main functions and powers exercised by the executive director are: to formulate the basic management system of the company; Deciding on the establishment of internal management institutions; Preside over the production, operation and management of the company; Appoint senior management personnel of the company.
Seven. Establishment and composition of the board of supervisors
A limited liability company shall set up a board of supervisors with no less than three members, and the actual number should be five to seven. It should be noted that, based on the concept of human nature and social attributes of establishing a company, the Company Law stipulates that the proportion of employee representatives in the board of supervisors shall not be less than one third. However, for some limited liability companies with few shareholders and small scale, from the perspective of reducing management costs and improving efficiency, it should be pragmatic to set up only two supervisors instead of the board of supervisors in the articles of association.
VIII. Board of Supervisors and voting procedures.
As a part of the rules of procedure of the Board of Supervisors, the discussion and voting procedures of the Board of Supervisors are the same as those of the Rules of Procedure of the General Meeting of Shareholders and the Rules of Procedure of the Board of Directors. In view of its independence and strong procedural characteristics, it should appear in the form of an annex to the articles of association. The basic contents should include: 1, the authority of the board of supervisors; 2. The term of the supervisor; 3. Number of meetings and notices; 4. Attend meetings; 5. Convene and preside over meetings; 6. Formation of resolutions; 7. Meeting minutes.
Nine. Equity transfer
Within the framework of the three principles of capital preservation, unchanged capital and legal capital, limited liability companies are allowed to transfer shares according to law. First of all, shareholders can transfer all or part of their shares to each other. In this case, only by changing the proportion of shareholders' capital contribution or reducing the number of shareholders will there be no crisis of trust among shareholders. When shareholders transfer their shares to outsiders, the trust advantage among shareholders will be impacted, especially for small companies with fewer shareholders, because outsiders may have a subversive crisis on the company. However, according to the Company Law, in the absence of special provisions in the articles of association, shareholders cannot be finally prohibited from transferring shares to the outside world. The reasons are as follows: the transfer of shares by shareholders to people other than shareholders requires the consent of more than half of other shareholders, but if more than half of other shareholders do not agree to the transfer, the shareholders who disagree should buy the transferred shares; Do not buy, as agreed to transfer.
In view of the above situation, the articles of association should make appropriate provisions on the transfer of equity to the outside according to the situation of the enterprise. In reality, small companies can prohibit the external transfer of equity. The reason is that if shareholders think that their interests have been improperly infringed by the company, directors, senior managers or other shareholders, they can solve them through negotiation, mediation or litigation. In addition, the stability of the company should be the greatest interest choice. For companies with a large number of shareholders and a large scale, it is not appropriate to restrict the transfer of shares too strictly, but compared with the general provisions of the Company Law, the articles of association should be appropriate and strict.
X. succession of shareholder qualifications
On the premise that the articles of association do not stipulate in advance, after the death of a natural person shareholder, his legal successor can inherit the shareholder qualification. This model, similar to the above-mentioned shareholders' transfer of equity, will inevitably lead to a crisis of trust in limited liability companies. Therefore, whether it is inheritance or not, it is more appropriate for the articles of association to require shareholders to vote. However, in order to protect the interests of the deceased shareholders and their relatives, the articles of association should stipulate that if the relatives of the deceased shareholders cannot inherit the shareholder qualification, other shareholders are obliged to obtain all their shares in proportion to their shareholding; Or the company returns the equity of the deceased shareholder through legal capital reduction procedures.
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