On May 1, 2012, companies A, B, C, and D signed a contract after negotiation. The contract stipulated that the four parties jointly funded the renovation of A’s microwave oven factory and transformed The factory name is Hongda Microwave Oven Co., Ltd.; the registered capital is 42 million yuan, of which: A uses the old factory building for 10 million yuan, and uses the Red Star microwave oven trademark discounted for 2 million yuan as investment. B contributed RMB 5.5 million in cash and a discount of RMB 4.5 million in microwave oven production technology. Bing and Ding each contributed 10 million yuan in cash; the funds from all four parties must be in place within 10 days after the contract takes effect, and A will handle the company registration procedures. On May 5, 2012, A, B, and C all completed the capital contribution and property transfer procedures in accordance with the contract. However, Ding requested to withdraw due to financial difficulties. A, B, and C all agreed and signed a new contract, setting the company's registered capital at 32 million yuan. On July 1, 2011, Hongda Company was officially established after industrial and commercial registration. On August 1, 2012, C proposed to withdraw his investment due to lack of funds for his company's technological transformation, and was willing to compensate other shareholders for their economic losses of 500,000 yuan each. After consideration, the shareholders meeting of Hongda Company did not agree to C's request. On November 5, 2012, Company A proposed to transfer 1/3 of all its equity to Company E.
Thinking 1. Does the capital contribution stipulated in the contract signed by parties A, B, C and D comply with legal provisions? Why?
2. Should parties A, B, and C accept D’s request?
3. Regarding C’s request, is the resolution of Hongda Company’s shareholders’ meeting correct? Why?
4. How should A’s request be handled?
Answer:
(1) The capital contribution stipulated in the contract signed by parties A, B, C and D complies with the relevant capital contribution provisions in the Company Law. According to the provisions of the "Company Law", shareholders of a limited liability company can make capital contributions in the form of currency, physical goods, non-patented technology, trademark rights, etc.; neither Company A nor B's investment in trademark rights and non-patented technology exceeds the registered capital of Hongda Company. 20; The registered capital of Hongda Company is 52 million yuan, which is also in compliance with the provisions of the Company Law.
(2) Ding’s request to withdraw is a breach of contract, but with the consent of parties A, B, and C, D’s request can be accepted, but Ding should compensate A, B, and C for the consequences of breach of contract. loss.
(3) Regarding C’s request, the resolution of Hongda Company’s shareholders’ meeting is correct. According to the provisions of the Company Law, shareholders are not allowed to withdraw their capital contributions after registering the company.
(4) According to the provisions of the "Company Law", shareholders of a limited liability company can transfer all or part of their capital contributions to persons other than shareholders. Therefore, A proposed to transfer one-third of all his equity It's okay to give E. However, according to the provisions of the Company Law, when A transfers its capital contribution, the following conditions must be met: first, it must be approved by more than half of all shareholders; second, companies B and C have both stated that they will not purchase the capital contribution that A wants to transfer.