A shareholder refers to a person who obtains the equity of a company by capital contribution or other legal means and enjoys rights and assumes obligations to the company. Strictly speaking, in the Company Law, the connotation of shareholders of a limited liability company is different from that of shareholders of a joint stock limited company: shareholders of a limited liability company refer to those who contributed capital when the company was established or held shares in derivative acquisitions according to law after the company was established, enjoying rights and assuming obligations to the company; A shareholder of a joint stock limited company refers to a person who obtains shares in accordance with the law when the company is established or after its establishment, and enjoys rights and assumes obligations to the company.
Shareholders' rights:
Right to know: shareholders of a limited liability company have the right to consult and copy the articles of association, minutes of shareholders' meeting, resolutions of the board of directors, resolutions of the board of directors and financial accounting reports; Shareholders of a joint stock limited company have the right to consult the company's articles of association, shareholders' register, corporate bond stubs, minutes of shareholders' general meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports, and make suggestions or questions on the company's operation. Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors or supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers; Have the right to know the remuneration of directors, supervisors and senior managers from the company; The shareholders' (general) meeting has the right to require directors, supervisors and senior managers to attend the shareholders' meeting as nonvoting delegates and accept questions from shareholders.
Decision-making voting right: Shareholders have the right to attend (or entrust a representative to attend) the shareholders' (general) meeting, and exercise voting rights and deliberation rights according to the proportion of capital contribution or other agreements. The Company Law also gives the right to request the cancellation of illegal resolutions, stipulating 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 company's articles of association, or the contents of the resolution violate the company's articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
Right to vote and stand for election: shareholders have the right to vote and stand for election to members of the board of directors and the board of supervisors.
Income right: shareholders have the right to receive dividends and share the remaining assets after the termination of the company according to laws, regulations and the articles of association.
Request for compulsory dissolution of the company: Article 183 of the Company Law stipulates that the company has serious difficulties in operation and management, and the company's continued existence will cause great losses to shareholders' interests. If it cannot be solved by other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
The shareholder's representative's right to appeal: refers to that the company's directors, supervisors and senior managers violate laws, administrative regulations or the company's articles of association when performing their duties, causing losses to the company. When the company fails to exercise the right to appeal, eligible shareholders can bring a lawsuit for damages to the court in their own name.
(1) mechanism: it is both a representative and an agent, with public welfare purposes. It is different from * * * litigation (representative litigation) and class litigation.
(2) Plaintiff qualification: Shareholders of a joint stock limited company who individually or collectively hold more than 65,438+0% of the company's shares for more than 65,438+080 consecutive days may bring a lawsuit on behalf of the company.
(3) Defendant's scope: The first category is directors, supervisors and senior managers as stipulated in Article 152 of the Company Law; The other category is "others" as stipulated in the third paragraph of Article 152, that is, if others infringe on the legitimate rights and interests of the company and cause losses to the company, eligible shareholders may also bring a shareholder representative lawsuit. "Others" here should include any natural person and enterprise that infringes on the interests of the company, such as major shareholders, actual controllers, or debtors who illegally occupy the company's assets.
(4) Cause of liability: the behavior (cause) that violates the loyalty obligation and diligence obligation stipulated in Chapter VI, leading to the occurrence of damage results of the company.
(5) Burden of proof: The "fault liability" is stipulated in the principle of imputation, and the plaintiff bears the burden of proof.
(6) Pre-procedure: Under normal circumstances, shareholders can't bring a lawsuit directly to the court, but should first seek the company's intention, that is, request the board of supervisors (supervisors) or the board of directors (executive directors) in writing to sue directors, supervisors, senior managers or other people who are representatives of the company. The board of supervisors, the supervisors, the board of directors and the executive director of a limited liability company without a board of supervisors refuse to file a lawsuit after receiving the written request from the shareholders specified in the preceding paragraph, 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 the lawsuit is not filed immediately in an emergency. Shareholders have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. If others infringe upon the legitimate rights and interests of the company and cause losses to the company, shareholders may bring a lawsuit to the people's court in accordance with the above provisions.
(7) Ownership of litigation results: belonging to the company, not to individual shareholders. Shareholders only share the interests of shareholders brought about by winning the financial case in proportion to their shares.
Note: Shareholder's representative litigation has solved the problem of absence of subject in the protection of company's rights and interests in the past.
Direct claim: the full name is the direct claim to directors or executives. When the personal behavior of directors or senior executives causes direct damage to shareholders, shareholders have the right to directly claim compensation from directors or senior executives.
Priority: When a company increases capital or issues new shares, shareholders have the priority to subscribe under the same conditions, and shareholders of a limited liability company also have the priority to transfer shares to other shareholders.
Proposal convening right: the full name is the proposal convening right of the extraordinary shareholders' meeting. The convening time of the shareholders' meeting is abnormal, but under special circumstances, in order to expand the interests of the company to a greater extent and realize the interests of shareholders, shareholders can propose to convene an extraordinary shareholders' meeting under certain conditions.
Other rights: Note: Limited companies mainly embody "single shareholder rights" and limited companies mainly embody "minority shareholder rights" to safeguard the interests of minority shareholders.