What does it mean for a company to be influenced by minority shareholders? In life, many small partners will have some enterprises to be controlled. In fact, once this happens, they can sue to help them solve it. Below, I sorted out what it means to be influential if a company is controlled by minority shareholders.
What do you mean by holding the company? Are minority shareholders influential? 1 Holding of a company means that the company becomes a subsidiary of other companies or the company's right to speak has changed, and whoever holds more shares may have the final say. The control at the equity level includes absolute holding and relative holding, in which absolute holding requires a shareholding ratio of 67%; The absolute shareholding ratio must reach at least 565,438+0%.
Holding means that a company controls a company by holding a certain number of shares. Institutions holding more than 50% of shares are enough to control the business activities of joint-stock companies. However, a low shareholding ratio does not necessarily mean that there is no right to speak, depending on the actual situation.
Companies include limited liability companies and joint stock companies. A joint stock limited company shall have two or more promoters but not more than 200 promoters, and the shareholders shall be liable to the company to the extent of their subscribed shares. The establishment and dissolution of a company have strict legal procedures and complicated procedures.
The legal characteristics of a joint stock limited company include stricter conditions for establishment; Have a strict internal organization; Equal shares; In a typical joint venture company, the company's credit is completely based on capital; A joint stock limited company is an enterprise legal person and independently bears civil liability according to law.
What do you mean the company is controlled? Do minority shareholders have any influence? 2. The situation that the controlling shareholder of the company illegally occupies the company's property or funds.
In practice, the company's major shareholders often have the right to decide the company's operation and the selection of the company's financial personnel, who are often "closely related" to the company's major shareholders. Although minority shareholders have the right to consult the account books, they often can't find anything "tricky" because they don't know much about the actual operation of the company. However, major shareholders often take advantage of this advantage to illegally occupy the company's funds and regard the company as a "cash machine".
Common forms include: withdrawing company funds privately, transferring company accounts to shareholders' private accounts, directly borrowing from the company or using company funds for private consumption and reimbursing them within the company. The above behavior often leads to the normal production and operation of the company being affected, and even leads to the deterioration of the financial situation. Large shareholders occupy the company's funds, which damages the company's operating ability and correspondingly damages the interests of small shareholders. The interests that the majority shareholders occupy are the interests that the minority shareholders lose.
(2) The company provides guarantee for the controlling shareholder or major shareholder.
As the actual controller of the company, the major shareholder holds the company's official seal, financial seal and other seals. At the same time, the legal representative of the company is also the candidate selected by the actual controller in most cases. In practice, it often happens that the company provides loan guarantee or mortgage guarantee for the controlling shareholder or major shareholder without the knowledge of other shareholders.
The above situation is bound to increase the financial risk of the company. If shareholders fail to perform the contract, the interests of the company will be damaged, and then the rights and interests of minority shareholders will also be damaged. Of course, in order to standardize the above situation, the Interpretation of the Civil Code on the Guarantee System has made more detailed provisions on the company as a guarantor.
(3) Transfer the company's assets or profits to the controlling shareholder or its affiliated company through related party transactions.
The controlling shareholder can use its dominant position to transfer the company's assets or profits to other companies controlled by the controlling shareholder through related party transactions, resulting in the loss of the company's assets. For example, buying products or raw materials of other companies under its control at a high price and selling company assets or products to other companies under its control at a low price, so as to achieve the purpose of embezzling company property.
(4) the company's profit distribution is not standardized, and no dividends are paid or less.
The controlling shareholder or actual controller uses the controlling position not to disclose the actual profit or fictitious profit of the company to other shareholders, resulting in the minority shareholders not receiving dividends or even not paying dividends for a long time.
(5) misappropriating or using it for other purposes.
Without the knowledge of minority shareholders, the funds were transferred to other uses. This undoubtedly increases the investment risk of minority shareholders and infringes on their interests.
(six) false investment, to trick minority shareholders into investing.
Registered capital is one of the basic signs to measure a company's profitability and operating ability. It often happens that a major shareholder induces a minor shareholder to make a capital contribution by false capital contribution, and then takes advantage of its dominant position to withdraw its capital contribution. Major shareholders with insufficient capital injection enjoy the same rights as other shareholders in the operation of the company, including the right to participate in operation, management and benefit distribution, which obviously violates the principle of fairness and will inevitably lead to the company's profitability failing to meet expectations.
(7) Providing false accounting books and financial reports, fabricating the company's operating conditions and misleading minority shareholders.
In practice, the company's major shareholders and actual controllers also control the decision-making power of key positions of the company, such as financial personnel, legal representative, general manager and so on. In this case, the major shareholders may conceal the real profits of the company by making false accounts and other means, and then embezzle the company's property by other means, which will eventually lead to the infringement of the rights and interests of the minor shareholders.
What does it mean that the company is controlled? Do minority shareholders have any influence? 3. Corporate personality denial system.
The Company Law stipulates that shareholders of a company shall abide by laws, administrative regulations and articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders. The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law. Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company. If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts.
The author observes that the company, as an enterprise legal person, enjoys an independent personality in the market operation, but we often see the behavior of large shareholders using this rule to infringe on the rights and interests of small shareholders. The essence of these provisions is a necessary supplement to the defects of the company's limited liability system.
(B) voting agency system
The Company Law stipulates that shareholders may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization.
The essence of this provision is to protect the rights of shareholders who often have many shareholders, live in scattered places, and often can't attend the shareholders' meeting in person or the cost is too high, and implement the voting agency mechanism. Decentralized shareholders are generally small and medium-sized shareholders, so it is mainly a relief system designed for small and medium-sized shareholders who cannot exercise their voting rights in person, which protects the voting rights of small and medium-sized shareholders.
(3) the right of dissenting shareholders to buy back their shares
The Company Law stipulates the system of share repurchase claims of dissenting shareholders in limited liability companies and joint stock limited companies. The right of dissenting shareholders to buy back shares refers to the right of minority shareholders to ask the company to buy back their shares at a reasonable price after the company's shareholders' meeting or shareholders' general meeting makes a resolution on the company's major actions based on the capital majority decision. This system is not only the most powerful relief procedure to protect and expand the rights and interests of minority shareholders, but also the last relief procedure.
(4) the right to request the convening of a general meeting of shareholders.
According to the Company Law, if the board of directors or executive director of a limited liability company is unable to perform or fails to perform the 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 a board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
If the board of directors of a joint stock limited company is unable 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.