What is the controlling shareholder?

There are two main situations of controlling shareholders: 1, which refers to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company. 2. Shareholders whose capital contribution or shareholding ratio is less than 50%, but whose voting rights are sufficient to have a significant impact on the shareholders' meeting and the resolutions of the shareholders' meeting.

The Company Law stipulates special obligations for controlling shareholders to bind them:

1. Do not abuse the position of controlling shareholder to harm the interests of the company and other shareholders.

2. Party B shall not use its relationship to harm the interests of the company.

3. Liability for abuse of shareholders' rights. If the controlling shareholder or actual controller abuses the rights of shareholders or damages the interests of the company or other shareholders by taking advantage of related relationships, they shall be liable for compensation.

Article 103 of the Company Law stipulates that the resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.