According to the articles of association of a limited liability company, the resolution of the shareholders' meeting must be unanimously adopted by all shareholders. Does this provision violate the co

According to the articles of association of a limited liability company, the resolution of the shareholders' meeting must be unanimously adopted by all shareholders. Does this provision violate the company law? No violation, the articles of association may make provisions inconsistent with the Company Law for voting on resolutions of the shareholders' general meeting.

Article 43 The mode of discussion and voting procedures of the shareholders' meeting in the Company Law of People's Republic of China (PRC) shall be stipulated in the articles of association, unless otherwise stipulated in this Law.

Article 75 of the General Principles of the Civil Law and Articles 65 and 66 of the Property Law stipulate that citizens' legitimate property is protected by law, and any organization or individual is prohibited from occupying, looting or destroying it.

Without the consent of the shareholders themselves, it is an infringement on the legitimate rights and interests of shareholders to forcibly transfer their shares through the provisions of the articles of association and the resolutions of the shareholders' general meeting. The effectiveness of most decisions in the company's articles of association should only be related to the company's management matters and shareholders' interests, and should not be related to shareholders' personal interests.

Extended data:

Company Law of the People's Republic of China

Article 26 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority.

Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail.

Article 27 Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be transferred according to law. However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.

Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.

Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.

Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.

Article 29 After a shareholder has paid the capital contribution specified in the Articles of Association in full, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the application for company registration, the Articles of Association and other documents to the company registration authority to apply for registration of establishment.

Article 30 After the establishment of a limited liability company, if it is found that the actual price of non-monetary property contributed by the company is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.

Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law