According to the company law, what rights do shareholders have?

According to the company law, what rights do shareholders have? (I) Shareholders' Identity Rights Articles 3 1 and 32 of the Company Law stipulate that after the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders, and keep a register of shareholders, which shall record the names and domiciles of the shareholders, the capital contribution of the shareholders and the serial number of the capital contribution certificate. The company shall register the names of shareholders and their capital contributions with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders. However, without industrial and commercial registration or change of registration, it may not confront a third party. Therefore, shareholders should attach importance to the register of shareholders and industrial and commercial registration, which is the direct evidence of claiming shareholders' rights. (II) The right to participate in major decision-making Article 37 of the Company Law stipulates that the shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company, which has the right to decide the company's business policy and investment plan, examine and approve the company's annual financial budget plan, final accounts plan, profit distribution plan and loss compensation plan, make resolutions on the company's increase or decrease of registered capital, issue corporate bonds, merge, split, change the company form, and dissolve and liquidate the company. The articles of association may also stipulate other functions and powers enjoyed by the shareholders' meeting, such as making resolutions on the company's investment in other enterprises or providing guarantees for others, especially the company's provision of guarantees for the company's shareholders or actual controllers. (III) Selection and Supervision of Managers' Rights The modern enterprise system implements a moderate separation of ownership and management rights. On this basis, the Company Law establishes the corporate governance structure, that is, the shareholders' meeting is the authority of the company, which decides the major issues of the company and grants the management rights to the board of directors and the managers appointed by the board of directors. Article 37 of the Company Law stipulates that the shareholders' meeting has the right to elect and replace directors and supervisors who are not employee representatives, decide on the remuneration of directors and supervisors, and consider and approve the reports of the board of directors, the board of supervisors or the supervisors. The board of directors is responsible to the shareholders' meeting and the manager is responsible to the board of directors. Article 53 of the Company Law stipulates that the board of supervisors shall supervise the performance of duties of directors and senior managers and perform other supervisory functions. When the directors, supervisors and senior managers of the company infringe upon the rights and interests of the company, the shareholders of the company also enjoy the right of subrogation. (IV) Right to return on assets According to Article 34 of the Company Law, shareholders shall receive dividends in proportion to their paid-in capital contribution or in other ways as stipulated in the articles of association. When the company increases its capital, unless otherwise stipulated in the articles of association, the shareholders have the right to subscribe for the capital contribution in proportion to the paid-in capital contribution. In addition, after the dissolution and liquidation of the company, shareholders have the right to distribute the remaining property of the company after paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts respectively according to the proportion of capital contribution or in accordance with the provisions of the company's articles of association. There are often great differences among shareholders of many companies on whether to pay dividends or not. In this regard, Article 74 of the Company Law stipulates that if the company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years, which meets the conditions for distributing profits stipulated in the Company Law, the shareholders who voted against the non-dividend resolution at the shareholders' meeting may request the company to acquire its equity at a reasonable price. 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. (V) Shareholders with the right to know Although the management right of the company has been granted to the board of directors and managers, shareholders still have the right to know the basic operation of the company. Of course, the exercise of this right by shareholders should not affect the normal operation of the company. Article 33 of the Company Law stipulates that shareholders 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 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 reply to the shareholders in writing within 15 days from the date of the shareholders' written request and explain the reasons. If the company refuses to provide inspection, the shareholders may request the people's court to require the company to provide inspection. (VI) Shareholders who have the right to review related party transactions have the right to make resolutions on the company's provision of guarantees to the company's shareholders or actual controllers through the general meeting of shareholders. When this resolution is made, the shareholders controlled by related shareholders or actual controllers shall not participate in the voting on this matter. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting. Article 2 1 of the Company Law stipulates that the controlling shareholder, actual controller, directors, supervisors and senior managers of the company shall not use their relationship to harm the interests of the company. Anyone who violates these regulations and causes losses to the company shall be liable for compensation. (seven) the right to propose, convene and preside over the interim meeting of the shareholders' meeting. The shareholders' meeting shall be held as scheduled in accordance with the articles of association, and the rights of shareholders to participate in major decisions shall be guaranteed. However, regular shareholders' meetings sometimes fail to meet the needs of shareholders to participate in major decisions. Therefore, Articles 39 and 40 of the Company Law stipulate that shareholders representing more than 65,438+0/65,438+00 voting rights (as well as directors of more than 65,438+0/3 and supervisors of companies without a board of supervisors) have the right to propose to convene an extraordinary general meeting, and the board of directors shall convene an extraordinary general meeting according to the proposal. If the board of directors and the executive director fail to perform or fail to perform their duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing voting rights above110 may convene and preside over the meeting by themselves. (VIII) Resolution Revocation Right Because the shareholders' meeting implements the capital majority decision system, it is often difficult for minority shareholders to vote against major shareholders. Moreover, in practice, major shareholders often use their dominant position to decide major issues of the company at will. Therefore, Article 22 of the Company Law stipulates 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 articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution. (IX) Withdrawal of equity Article 35 of the Company Law stipulates that after the establishment of a company, shareholders may not withdraw their capital contribution. This is the so-called capital maintenance principle. However, this does not affect the shareholders' withdrawal or dissolution of the company under certain circumstances. Article 74 of the Company Law stipulates that in any of the following circumstances, a shareholder who votes 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 the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; 2. The merger, division or transfer of the company's main property; 3. When the business term stipulated in the Articles of Association expires or other dissolution reasons stipulated in the Articles of Association occur, the shareholders' meeting will adopt 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. In addition, when there are serious difficulties in the operation and management of the company, and the continued existence will cause great losses to shareholders' interests, which cannot be solved by other means, shareholders holding more than 65,438+00% of all shareholders' voting rights of the company may request the people's court to dissolve the company. (X) Right of Litigation and Subrogation If a director or senior manager violates the provisions of laws, administrative regulations or the company's articles of association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court. When the company's rights and interests are infringed, the company can bring a lawsuit. But in some cases, the company will not or cannot file a lawsuit. For example, when a company's directors, supervisors and senior managers infringe on the company's rights and interests, they cannot bring a lawsuit on behalf of the company because they directly control the company. The company's rights and interests are infringed, and the ultimate damage is the shareholders' rights and interests. Therefore, the law gives shareholders the right to bring a lawsuit directly to the people's court in their own name under certain circumstances and through certain procedures. Article 15 1 of the Company Law stipulates that when directors and senior managers of the company infringe upon the rights and interests of the company, shareholders may request in writing the board of supervisors or the supervisors of a limited liability company without a board of supervisors to bring a lawsuit to the people's court; When the supervisor infringes the rights and interests of the company, the shareholders may request the board of directors or the executive director of a limited liability company without a board of directors to bring a lawsuit to the people's court in writing. If the above-mentioned board of supervisors, supervisors, board of directors and executive directors refuse to file a lawsuit after receiving the written request from shareholders, 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 they fail to file a lawsuit immediately in case of emergency, shareholders have the right to file a lawsuit directly to the people's court in their own name for the benefit of the company. When others infringe upon the legitimate rights and interests of the company and cause losses to the company, shareholders may also bring a lawsuit to the people's court in accordance with the above provisions. Of course, shareholders' rights are far more than the above ten, and shareholders can also enjoy or set other rights according to laws and regulations and the articles of association. Generally speaking, basically all shareholders of a company have the right to participate in all major issues. Although every shareholder has the right to vote, of course, the minority is subordinate to the majority at the shareholders' meeting. The company's profits and liabilities directly affect the personal interests of shareholders. Although shareholders are higher than managers, the drive of shareholders' rights is actually supervised by corresponding systems.