Invalid: If all shareholders of the company unanimously agree not to pay dividends according to the proportion of capital contribution, the resolution of not paying dividends according to the proportion of capital contribution is valid. Even if 0. 1% shareholders disagree with the resolution of not paying dividends according to the proportion of capital contribution, it will be judged invalid because it infringes on the interests of other minority shareholders.
Article 34 of the Company Law: Shareholders shall receive dividends in proportion to their paid-in capital contributions; 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.
A Limited by Share Ltd convened an interim shareholders' meeting and formed an interim shareholders' meeting resolution and an annual profit distribution shareholders' meeting resolution. The extraordinary shareholders' meeting of Company A should be attended by 7 people, and 5 people actually attended (holding 75% of the shares). Party A and Party B who are not present hold 25% of the company's shares, of which Party A holds 65,438+07% and Party B holds 8%.
According to the resolution of the annual profit distribution shareholders' meeting, Party A will distribute 8.5% of the profits and Party B will distribute 4% of the profits. All five shareholders present signed the resolution of the annual profit distribution shareholders' meeting, but Party A and Party B did not sign it.
Party A and Party B believe that Company A has not distributed profits according to the proportion of shareholders' investment, so they bring a lawsuit to the Intermediate People's Court. It is required to judge that Company A shall distribute profits according to the proportion of shareholders' investment.
The reason for company A's appeal is that the annual profit distribution shareholders' meeting resolution has been formed by more than two thirds of shareholders. The resolution was formed in accordance with the company's articles of association and did not violate the regulations.
The evidence provided by the appeal is: Article 26 of the Articles of Association stipulates that "the shareholders' meeting shall be convened by shareholders exercising their voting rights in proportion to their capital contribution, and the shareholders attending the shareholders' meeting must account for more than half of all shareholders' voting rights";
Item (1) of Paragraph 2 of Article 27 stipulates that "the shareholders' meeting shall make resolutions on the matters discussed, and the resolutions on the revision of the Articles of Association, increase or decrease of registered capital, division, merger, dissolution or change of corporate form must be passed by shareholders representing more than two thirds of the voting rights; Other resolutions of the shareholders' meeting must be passed by more than half of the shareholders with voting rights. "
After the case was appealed, the court of second instance upheld the judgment of the court of first instance.
Referee's knowledge of this case: The Company Law stipulates that shareholders may not pay dividends in proportion to their capital contribution, but all shareholders need to agree. A majority vote is not allowed. Its purpose is to prevent large shareholders from violating the principle of abuse of shareholders' rights and the principle of majority decision of company capital from infringing on the legitimate interests of small shareholders and infringing on the dividend rights enjoyed by small shareholders with the advantage of large shareholders' equity.
Therefore, when the minority shareholders of entrepreneurs encounter this obvious situation in obviously unfair, they need to consult their lawyers in time to avoid harming their own interests.