What are the main problems in company law?

Legal subjectivity:

In the course of operation, the company will encounter various problems and deal with various things. According to the Company Law, major changes made by a limited liability company need to be approved by the shareholders' meeting. However, major events of a joint stock limited company should be disclosed in advance to protect investors' right to know. 1. What are the main problems of company law? (a) major changes in the company's business policy and business scope; (2) the company's major investment behavior and major decisions on purchasing real estate; (3) The conclusion of an important contract by the company may have an important impact on the company's assets, liabilities, rights and interests and operating results; (4) The company has major debts and fails to pay off the due major debts; (5) The company has suffered heavy losses or serious losses; (6) Significant changes have taken place in the external conditions of the company's production and operation; (seven) the company's directors, more than one third of the supervisors or managers have changed; (8) Significant changes have taken place in the shareholding or control of the company by shareholders or actual controllers who hold more than 5% of the shares of the company; (9) Deciding on capital reduction, merger, division, dissolution and filing for bankruptcy of the Company; (10) In a major lawsuit involving the company, the resolutions of the shareholders' meeting and the board of directors are revoked or declared invalid; (11) The company is put on file for investigation by judicial organs for suspected crimes, and the directors, supervisors and senior managers of the company are taken compulsory measures by judicial organs for suspected crimes; (twelve) other matters stipulated by the the State Council securities regulatory authority. 2. What is the voting method for major issues of the company? Article 43 of the Company Law stipulates: "The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the company's articles of association, unless otherwise stipulated in this Law. The shareholders' meeting makes a resolution to amend the Articles of Association, increase or decrease the registered capital, and the resolution on merger, division, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights. " Before the revision of China's company law, it was stipulated that "shareholders of a limited liability company shall exercise their voting rights in proportion to their capital contribution." It also stipulates: "The resolution of the shareholders' meeting on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two-thirds of the voting rights." In addition, it also stipulates that "the resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights. "That is to say, before the revision of the company law, shareholders must exercise their voting rights in proportion to their capital contribution, and major issues of limited liability companies must be decided by the majority, which has brought great harm to the operation of limited liability companies in practice. After the revision of the Company Law, the way for shareholders to exercise their voting rights is changed to "shareholders exercise their voting rights in proportion to their capital contribution at the shareholders' meeting; However, unless otherwise stipulated in the articles of association. " This gives the initiative of shareholders' voting rights to the articles of association, which can completely stipulate that voting rights should be exercised by majority decision. This is undoubtedly the progress of legislation. According to the provisions of the Company Law on major issues, changes in the company's operating principles, major losses, changes in the company's general manager and legal representative, and the conclusion of important contracts are all major issues. According to the regulations, it is necessary to hold a general meeting of shareholders for discussion, and it must be agreed by more than two-thirds of shareholders. If it is a joint stock limited company, it must also disclose information in time, and the stock can be suspended with the meeting.