1. Case: Haitian Co., Ltd. is a medium-sized enterprise engaged in the wholesale of electrical appliances with a registered capital of 1 10,000 yuan. Over the years, due to the sluggish market, the total capital of the company is far from the actual assets. 1April 1998, Haitian Company decided to reduce its registered capital. In May, the shareholders' meeting passed a resolution with shareholders representing more than 65,438+0/2 voting rights to reduce the registered capital of the company to 200 million yuan. The company shall go through the registration of change with the company registration authority from the date of making a resolution to reduce the registered capital.
Question: Please point out what problems exist in the process of reducing the registered capital of Haitian Limited Liability Company? Why?
2. 1998 65438+ 10, five collectively-owned enterprises established a food processing limited liability company (hereinafter referred to as "food company") with a registered capital of 100000 yuan. In order to further expand the production scale of the food company, the board of directors of the food company has formulated a capital increase plan, that is, the existing shareholders will continue to contribute according to the current capital contribution ratio, and the registered capital of the company will increase to 6,543,800 yuan. When the shareholders' meeting voted on the plan, three shareholders agreed and two shareholders opposed, and the shareholders' meeting made a resolution on capital increase. The original contribution of shareholders in favor of capital increase is 6.4 million yuan, accounting for 64% of the registered capital of the food company; The original contribution of the shareholders who opposed the capital increase was 3.6 million yuan, accounting for 36% of the registered capital of the food company. After the shareholders' meeting, the board of directors informs all shareholders to pay the capital contribution determined in the capital increase plan according to the resolution of the shareholders' meeting. Two shareholders who opposed the capital increase refused to contribute. The board of directors decided to suspend the distribution of dividends for 1998 to these two shareholders for capital contribution. The two shareholders refused to accept the decision of the board of directors and brought a lawsuit to the people's court with the food company as the defendant, demanding that the resolution of the shareholders' meeting on capital increase be invalidated.
Q: (1) Should food enterprises be listed as defendants? Why?
(2) Should the people's court support the claims of two shareholders as plaintiffs? Why? The answer to the first question: the company's capital reduction needs a special resolution, that is, more than two-thirds of it is passed; The minimum registered capital of a limited liability company is 30,000 yuan; If the creditor is not notified within 10 days after the resolution, and it is announced in the newspaper within 30 days, the registration can only be carried out after the debt is paid off or guaranteed.
Question 2: 1. Personally, I think it should be, because the shareholders' meeting exercises power as the authority of the company, which is regarded as the behavior of the company. If the interests of shareholders are harmed, the company as a legal person can become the defendant.
2. We should support the company to reduce its capital in line with the provisions of the new company law, because more than two-thirds of the total capital contribution is passed by shareholders. And here 64% is less than 66.6%, so the analysis here is invalid.