1. Modify the Articles of Association: The Articles of Association are the basic rules of the company's organization and behavior, and are the basis of the company's activities. The law has clear requirements for its formulation, content and form. A company may amend its Articles of Association, but it must do so in strict accordance with legal procedures and must be approved by shareholders representing more than two thirds of the voting rights.
2. Increase or decrease of the registered capital of the company: the registered capital of the company is the material basis for the establishment, survival and development of the company, and it is a statutory registered item. After the company is established, it can increase or decrease its registered capital according to objective needs, but it must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
3. Merger, division and dissolution of the company: the dissolution of the company leads to the disappearance of the company; The merger or division of a company may lead to the dissolution or division of the company. Because the merger, division and dissolution of the company involve changes in the company's property and the major rights and interests of shareholders, it must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
4. Change of company form: A limited liability company can be changed into a joint stock limited company according to law, and a joint stock limited company can also be changed into a limited liability company according to law. The change of corporate form involves major changes in the company's registered capital, shareholders' rights and interests, and organizational structure. It is a major issue, which must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
To sum up, the special resolution in the shareholders' meeting is a very important situation, which should be passed by more than half of the shareholders present at the meeting, but it is also stipulated in the Company Law that it should be passed by shareholders holding proportional voting rights.
Company Law of the People's Republic of China
Article 22 The resolutions of the shareholders' meeting, the shareholders' meeting and the board of directors of the company are invalid if they violate laws and administrative regulations. If the convening procedure and voting method of the shareholders' meeting, 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. Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees. If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.