Can the articles of association stipulate how dividends are to be distributed?

10 answers

Anonymous users2024-02-07

Company. Article 35 stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution. Article 43 of the Company Law also stipulates that the shareholders' meeting shall exercise their voting rights in accordance with the proportion of their capital contribution; However, the Articles of Association.

Unless otherwise specified.

1. Articles of Association.

The articles of association refer to the basic documents formulated by the company in accordance with the law to stipulate the company's name, domicile, business scope, operation management system and other major matters, and are also the necessary written documents of the company to stipulate the basic rules of the company's organization and activities.

The articles of association of the company are the unanimous expression of the intention of the shareholders, which set out the basic principles of the company's organization and activities, and are the company's charter. The articles of association of the company have the basic characteristics of legality, authenticity, autonomy and openness. The articles of association, like the Companies Act, share the responsibility for regulating the activities of the company.

As the basic principle of the company's organization and behavior, the articles of association of the company are of great significance to the establishment and operation of the company, which is not only the foundation of the company's establishment, but also the soul of the company's survival.

2. Characteristics of the company's articles of association.

The articles of association, like the Companies Act, share the responsibility for regulating the activities of the company. This requires that the shareholders and promoters of the company must be thoughtful and clear and detailed when formulating the company's articles of association, and cannot make various interpretations.

1. Legality. Legality mainly emphasizes that the legal status, main content, amendment procedures and validity of the company's articles of association are mandatory by law, and no company shall violate them. The articles of association of the company are one of the necessary conditions for the establishment of the company, whether it is the establishment of a limited liability company or the establishment of shares****, the articles of association must be made by all shareholders or promoters, and must be submitted to the company registration authority for registration when the company is established.

2. Authenticity. Authenticity mainly emphasizes that the content recorded in the company's articles of association must be objective and consistent with the facts.

3. Autonomy. Autonomy is mainly embodied in: first, the articles of association of the company, as a code of conduct, are not formulated by the state but by the company in accordance with the law, and are the result of the unanimous expression of the intention of the company's shareholders; Second, the articles of association of the company are a kind of code of conduct other than the law, which is implemented by the company itself and does not require the coercive force of the state to ensure its implementation; Third, as the company's internal regulations, the company's articles of association only extend to the company and relevant parties, and do not have universal binding force.

4. Openness. Openness is mainly for shares. The content of the company's articles of association should be disclosed not only to investors, but also to the general public, including creditors.
Anonymous users2024-02-06

The so-called preferential dividend right refers to the right of investors to obtain a certain proportion of dividends in priority when the invested enterprise distributes dividends. According to Article 34 of the Company Law of the People's Republic of China, "shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, unless all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or not to subscribe for capital contributions in accordance with the proportion of capital contribution" and Article 166 "shares **** are distributed according to the proportion of shares held by shareholders, except for those stipulated in the articles of association of shares **** are not distributed according to the proportion of shareholdings", etc., the articles of association of the company may stipulate that the shareholders of the company do not receive dividends according to the proportion of their capital contributions, but set up preferential dividend rights.

It is best to enter into a separate dividend agreement.
Anonymous users2024-02-05

Yes, but only with the unanimous consent of all shareholders of the company.

Article 34 of the Company Law stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution. Article 42 stipulates that shareholders shall exercise their voting rights in accordance with the proportion of capital contribution at the shareholders' meeting; However, unless otherwise provided in the Articles of Association.

Therefore, if it is agreed otherwise, it is necessary to amend the articles of association and sign a shareholders' agreement.
Anonymous users2024-02-04

1) Shareholders with insufficient capital contribution shall bear the liability for breach of contract. Article 28 of the Company Law stipulates that if a shareholder fails to pay the capital contribution as agreed, it shall bear the liability for breach of contract to the shareholder who has paid the capital contribution in full and on time. (2) Shareholders with insufficient capital contribution shall be liable to the company for making up the amount of capital contribution.

There are two circumstances for this liability: first, Article 28 of the Company Law stipulates that shareholders shall pay in full and on time the amount of capital contributions subscribed by each of them as stipulated in the articles of association of the company, and if shareholders do not pay capital contributions in accordance with the provisions of the preceding paragraph, they shall pay the full amount to the company; Second, Article 31 of the Company Law stipulates that after the establishment of **** or shares, if it is found that the actual value of the non-monetary property as capital contribution is significantly lower than the amount set by the articles of association, the shareholder who delivered the capital contribution shall make up the difference. (3) The relevant shareholder rights of shareholders with insufficient capital contribution should be restricted.

Although the proportion of capital contribution by shareholders with insufficient capital contribution in the company is determined in accordance with the amount of capital contribution established in the articles of association, whether the shareholder rights can be fully exercised in accordance with the proportion of capital contribution determined in the articles of association is negative. Article 35 of the Company Law stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution. Article 43 of the Company Law also stipulates that the shareholders' meeting shall exercise their voting rights in accordance with the proportion of their capital contribution; However, unless otherwise provided in the Articles of Association.
Anonymous users2024-02-03

New shareholders must go through the industrial and commercial change registration.

Shares need to be allocated according to the amount of their capital contribution, but they can be given a premium to their ** shares.

If you do not do business registration, you need to sign a separate agreement, which has clarified the rights and obligations.

You can't set aside a portion for future investors, and the total amount of shares of the four of you must be 100%.

When the registered capital is reached can be agreed in the articles of association and is not subject to the time limit of the law.

The decision-making power can be determined according to the articles of association, or according to the share shares, one person, one vote, the key is your choice, but it must be indicated in the articles of association in advance. Current** Lawyer Free Consultation Lawyer, 3 15....
Anonymous users2024-02-02

The articles of association of the company are that no dividends can be agreed upon. According to the regulations, shareholders receive dividends according to the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or not to subscribe for capital contribution in priority according to the proportion of capital contribution before the family.

Article 43 of the Company Law.
Anonymous users2024-02-01

It is okay for the articles of association of the company to stipulate that the banquet will not be divided. General shareholders pay dividends according to the proportion of paid-in capital contributions, but according to the provisions of the Company Law, all shareholders can also agree not to pay dividends according to the proportion of paid-in capital contributions or not to pay dividends. This is an arbitrary item that can be done entirely by agreement.

Company Law of the People's Republic of China

Article 43.

The manner of deliberation and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, except as provided in this Fan Xiang Guess Law. Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.
Anonymous users2024-01-31

The articles of association can stipulate that no dividends will be paid. According to the regulations, shareholders receive dividends according to the proportion of their paid-in capital contributions; When the company increases its capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital; However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution. Article 43 of the Company Law The manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association of the company, except as provided for in this Law.

Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions to merge, divide, dissolve or change the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.
Anonymous users2024-01-30

Legal analysis: shareholders receive dividends according to the proportion of paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution.

Legal basis: Article 35 of the Company Law of the People's Republic of China When the new capital of the company is distributed according to the proportion of the paid-in capital contribution, the shareholders have the right to subscribe for the capital contribution in accordance with the proportion of the paid-in capital contribution. However, unless all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or not to subscribe for capital contribution in accordance with the proportion of capital contribution.
Anonymous users2024-01-29

The Company Law stipulates that shareholders will receive dividends in proportion to their paid-in capital contributions, but all shareholders may also agree not to distribute dividends in proportion to their capital contributions. Dividends are dividends that the company pays to investors every year according to a certain percentage of the share of shares in the profits.

Article 34 of the Company Law of the People's Republic of China Shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions; However, all shareholders agree not to pay dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in accordance with the proportion of capital contribution. Article 4 The shareholders of the company shall enjoy the rights of asset returns, participation in major decision-making and selection of managers in accordance with the law.

Article 74 In any of the following circumstances, the shareholders who vote against the resolution of the shareholders' meeting may request the company to acquire their equity in accordance with a reasonable **: (1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law.