Legal analysis
According to the Company Law, Regulations on the Administration of the Registration of Enterprise Legal Persons and other relevant regulations, as the legal representative of the company, you are bound to sign contracts and engage in other legal activities in the name of the company. If an enterprise as a legal person operates the company without authorization in violation of regulations, illegally conducts business activities, evades hidden assets or debts, the legal representative, as the undertaker of the company's external rights and obligations, may also bear administrative, civil and criminal responsibilities. In addition, you are a shareholder of the company, accounting for more than 30%. You can put forward your own suggestions and opinions on the resolutions of the shareholders' meeting, but most of our laws stipulate that shareholders with more than 65,438+0/3 voting rights or shareholders with more than 2/3 voting rights pass. If the other two shareholders form a joint vote or concentration of rights, whether you support or oppose a resolution of the shareholders' meeting, it may not have a substantial impact on the final resolution of the shareholders' meeting. Therefore, it is suggested that you cooperate with one of the other two shareholders to reach an agreement on the voting matters of the company, so as to highlight the right to speak in general voting or voting on major issues.
legal ground
Company Law of the People's Republic of China
Article 39 Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
Article 110 The board of directors shall hold meetings at least twice a year and notify all directors and supervisors ten days before each meeting.
Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. The chairman shall convene and preside over the board meeting within ten days after receiving the proposal.
When the board of directors holds an interim meeting, it may separately determine the notification method and time limit for convening the board of directors.
Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights.
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.
Article 121 Where a listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets, it shall make a resolution at the shareholders' meeting, which shall be passed by more than two thirds of the voting rights held by the shareholders present at the meeting.
Article 181 A company may survive by amending its articles of association under the circumstances specified in Item (1) of Article 180 of this Law.
To amend the Articles of Association in accordance with the provisions of the preceding paragraph, a limited liability company must be approved by shareholders holding more than two thirds of the voting rights, and a joint stock limited company must be approved by shareholders attending the shareholders' meeting.
Article 128 The shares shall be in paper form or other forms as stipulated by the the State Council Securities Regulatory Authority.
A stock shall specify the following main items:
(1) Name of the company;
(2) Date of establishment of the company;
(3) The type, face value and number of shares represented by the shares;
(4) the serial number of the stock.
The shares shall be signed by the legal representative and sealed by the company.
The sponsors' shares shall be marked with the words sponsors' shares.
Article 155 Where a company issues corporate bonds in the form of physical bonds, the company name, bond face value, interest rate, repayment period and other matters must be clearly stated on the bonds, which shall be signed by the legal representative and sealed by the company.
Regulations of People's Republic of China (PRC) Municipality on the Administration of Enterprise Legal Person Registration
Article 29 If an enterprise as a legal person is under any of the following circumstances, the registration authority may give a warning, a fine, confiscation of illegal income, suspension of business for rectification, temporary suspension and revocation of the business license of the enterprise as a legal person according to the circumstances:
(a) concealing the real situation in the registration, practicing fraud or opening business without approval;
(2) changing the main registered items without authorization or engaging in business activities beyond the approved and registered business scope;
(3) Failing to cancel the registration in accordance with the provisions;
(4) Forging, altering, leasing, lending, transferring or selling the Business License of Enterprise as a Legal Person and its duplicate;
(5) evading, transferring funds or hiding property to evade debts;
(6) engaging in illegal business activities.
When an enterprise as a legal person is punished according to the above provisions, the administrative responsibility and economic responsibility of the legal representative shall be investigated according to the circumstances of the illegal act; Those who violate the criminal law shall be investigated for criminal responsibility by judicial organs according to law.