A case study on corporate law in economic law Urgent

1. Article 27 Shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.

The monetary contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company.

The method of capital contribution is in accordance with the law.

2. Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association, and shall be registered according to law.

Article 51 A limited liability company with a small number of shareholders or a small scale may have one executive director and no board of directors. An executive director can also act as a company manager.

The duties and powers of executive directors are stipulated in the articles of association.

The legal representative complies with the law.

3. Article 35 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.

The agreement is in accordance with the law.

You're working before the new Companies Act was enacted, right?

In the case of the new company law, there will be no first question.

This is because the regulations on capital contributions in kind and in-kind contributions have been changed.

1 If it is according to the old company law, question 1 is unlawful, and the proportion exceeds the provisions under the new company law, no problem.

2 The New Company Law also stipulates that those with a small scale and a small number of shareholders may not have a board of directors.

3. It does not comply with the provisions of the Company Law on profit distribution.

I hope to provide a legal basis, to be more detailed, I am also studying law.

Categories: Business Banking >> Business Documents.

Problem description: 1. Brief introduction of the case.

Hengyixing Coal Co., Ltd., Yongli Building Materials Co., Ltd., and Changhong Food Import and Export Co., Ltd. agreed to invest 5 million yuan each to establish Pingbei Building Materials Co., Ltd. On March 10, 2003, a preparatory meeting for the shareholders' meeting was held, and the articles of association were formulated, and the three shareholders signed and sealed the articles of association.

Considering that in the process of the company's operation, there may be a shortage of funds, at the meeting, Bao Yujia was unanimously elected as the chairman of the board, on the condition that Bao Yujia contributed. On April 1, 2003, Bao Yujia also invested 10 million yuan, and the company issued a "shareholder certificate" to him.

With the approval of a municipal Administration for Industry and Commerce, on May 15, 2003, Pingbei Building Materials Co., Ltd. opened. Bao Yujia is the legal representative, Hengyixing Coal Co., Ltd., Yongli Building Materials Co., Ltd., and Changhong Food Import and Export Co., Ltd. are registered as shareholders, with a registered capital of 15 million yuan.

A year later, the shareholders' meeting and the chairman of the board of directors had a conflict on the direction of business. The three shareholders held a shareholders' meeting to resolve to remove Bao Yujia as chairman and transfer 90% of the company's registered capital to Hongyuan Co., Ltd.

Bao Yujia sued the court, seeking confirmation that the resolution of the shareholders' meeting was invalid.

Issue. 1. Can Bao Yujia's request be upheld by the court?

2. Whether Bao Yujia has the status of a shareholder.

Analysis: First, it can be supported by the court.

Here's why. When the company was established, the total capital contribution of the four parties was 25 million, of which Bao accounted for two-fifths, and its capital contribution was approved by the Industrial and Commercial Bureau. Of the 15 million registered capital of the company, Bao should also account for two-fifths of the proportion.

On the issue of the transfer of shares, the sum of the shares held by the three shareholders of the board of directors is three-fifths, less than two-thirds of the statutory amount, so their decision is invalid.

Second, there is the status of a shareholder.

Bao's name was not registered when the company was established, but his capital contribution was approved by the Industrial and Commercial Bureau, and he had equity certificates, so he was a legal shareholder.

This is a silent shareholder under the Companies Act.

Answer: (1) Conditions for the establishment of a limited liability company.

1. The conditions for the establishment of a limited liability company:

1 Shares meet the legal qualifications and the number of shares.

The state, as the sole contributor (shareholder), may establish a wholly state-owned company; companies, individuals, including rural villagers, resignations and retirees; Retired, retired and other members, private business owners and individual industrial and commercial households allowed by national laws, regulations and policies can become shareholders of a limited liability company. The number of shareholders of a limited liability company is prescribed by law, and it is between two and fifty.

2 Shareholders contribute capital together and reach the minimum amount of authorized capital.

The capital contribution of the shareholders of a limited liability company can be in the form of money, physical objects, industrial property rights, non-patented technology, and land use rights. Contributions in kind must be discounted in kind, and the state-owned assets management department must account for and confirm it, and go through the legal procedures for transferring property. The amount of capital contribution in the form of industrial property rights and non-patented technology shall not exceed 20% of the registered capital.

If the capital contribution is made with land use rights, the capital contribution must be assessed by the people's land management department at or above the county level, submitted to the people's land management department at or above the county level for review and approval, and the corresponding land use certificate must be processed.

The minimum amount of registered capital of a limited liability company varies depending on the business activities engaged in by the company. For specific provisions, please refer to the interpretation of Article 23.

3. The shareholders jointly formulate the articles of association.

The establishment of the articles of association is an essential element for the establishment of a company and an indispensable procedure for the establishment of a limited liability company. The articles of association of a limited liability company are the basic provisions on the organization and operation of the company agreed by all shareholders, and are the documents that determine the rights of the company.

4. Determine the name of the company in the form of a limited liability company and form a corporate organization.

To establish a limited liability company, the words "limited liability company" must be marked in the name of the company, and the shareholders shall bear limited liability to the extent of their capital contributions. The corporate structure includes the shareholders' meeting, the board of directors and the board of supervisors.

5. Established in accordance with law.

After the articles of association of the company are formulated and the shareholders have paid up their capital contributions, the company shall, within the statutory time limit, apply to the company registration authority for establishment registration and submit the application for company registration by the representative designated by all shareholders or the person jointly entrusted.

2) The organizational structure of the garment company is in line with the provisions of the Company Law, because it is in line with the above provisions for ****.

3) The first paragraph of Article 72 of the Company Law of the People's Republic of China stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other; Paragraph 3 stipulates that if the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail. It can be seen that China's "Company Law" allows the free transfer of equity among shareholders, and if the articles of association of the company provide otherwise for the transfer of equity, the transfer shall be in accordance with the provisions of the articles of association.

From the relevant provisions of the Company Law, we can see that, for the sake of human compatibility, the transfer of Party B's shares adopts the principle of freedom, which allows free transfer without any restrictions.

1. It is not lawful, because according to Article 40 of the Company Law, the shareholders' meeting is divided into a regular meeting and an extraordinary meeting, and if the 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 extraordinary meeting, an extraordinary meeting shall be convened. This provision is a mandatory provision of the law, and there is no permission for the articles of association to provide otherwise. At the same time, this provision is a measure to protect the interests of the company's deadlock or minority shareholders, and it is illegal to change the company's articles of association without authorization.

2. Non-compliance. According to Article 39 of the Company Law, the first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, so the first meeting shall be convened and presided over by B.

3. In accordance with the provisions, according to Article 31 of the Company Law, after the establishment of a limited liability company, if it is found that the actual value of the non-monetary property contributed by the establishment of the company is significantly lower than the price specified in the articles of association of the company, the shareholders who delivered the capital contribution shall be less than the difference, and the other shareholders at the time of the establishment of the company shall bear joint and several liability, so the decision of the board of directors is partially correct, but it is later agreed that the other shareholders shall share the difference in accordance with the proportion of capital contribution and bear joint and several liability.

4. Comply with regulations. According to Article 44 of the Company Law, a resolution on increasing or decreasing the registered capital at a shareholders' meeting must be passed by shareholders representing more than two-thirds of the voting rights. According to the proportion of capital contribution, the voting rights of A, B and C have reached more than two-thirds, so the resolution is valid.

5. Should be held responsible. A branch office does not have an independent legal personality, and according to the provisions of the Civil Procedure Law, the responsibility shall be borne by the head office.

Hehe, if you're satisfied, remember to give me a point

(1) If a shareholder representing 1 10 or more voting rights, a director, a board of supervisors, or a supervisor of a company without a board of supervisors proposes to convene an extraordinary meeting, an extraordinary meeting shall be convened.

2) Non-compliance: Article 39 of the Company Law stipulates that the first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this law.

3) In accordance with the provisions, according to Article 31 of the limited liability company, if it is found that the actual value of the non-monetary property contributed as the capital contribution for the establishment of the company is significantly lower than the amount fixed in the articles of association, the shareholder who delivered the capital contribution shall make up the difference; The other shareholders at the time of the establishment of the company are jointly and severally liable.

4) In accordance with the regulations, the shareholders' meeting to increase or decrease the company's registered capital, division, merger, dissolution or change of the company's form, as well as the resolution to amend the company's articles of association, must be passed by shareholders representing more than 2 3 voting rights.

5) Taiping Company should be liable for the Beijing Branch, the operation branch has no legal personality, only the head office has legal personality, so Taiping Company should be liable.

I.1It is an absorption merger. After the merger, a company disappears.

2.Generally ineffective. Because the merger of companies must be submitted to the general meeting of shareholders for decision.

There are generally only two valid situations: aSubsequently, the general meeting of shareholders has passed the proposal; b.The directors of the board of directors are also shareholders, and the directors hold more than 2 3 shares.

3.It is not lawful unless agreed in advance and notified to the creditor.

II.1Illegal. This is a deliberate use of the split, the diversion of funds, and the evasion of debts. Generally, if the original company has the ability to repay the debts after the division, the creditor has no right to interfere, but this situation is illegal.

2.Illegal. As mentioned above, it should be jointly and severally liable with the original company.

3.If sued, both companies could be sued as co-defendants. The two defendants are jointly and severally liable.

I would like to express my gratitude to the landlord, this is a very classic company law case, and it is very beneficial to share it here for legal learners.

I also thank Comrade Waltz Wang for your patient answer, I also have some different views on some of your answers, on the basis of your answers, I hope to work with you.

3 is wrong. Article 103 of the Company Law stipulates that shareholders shall be notified 20 days in advance of the general meeting of shareholders and 15 days in advance of the extraordinary general meeting of shareholders. The conditions in this stem obviously do not meet the time requirement.

4 to half. Article 112 of the Company Law stipulates the number of votes to be voted on a resolution, in which in terms of organizational structure adjustment, if the majority of all directors is not satisfied, and the 4 votes in accordance with this topic shall be invalid. ps：

The proxy of Director G is also invalid because, according to Article 113 of the Company Law, a director can only entrust other directors to attend on his behalf, and the secretary of the board of directors H is not a director.

7. No, according to paragraph 3 of Article 103 of the Company Law, the general meeting of shareholders shall not make resolutions on matters not listed in the notice of the general meeting of shareholders or the extraordinary general meeting of shareholders.

8 is also problematic. According to paragraph 3 of Article 101 of the Company Law, shareholders accounting for more than 10% of the shares have the right to request the convening of an extraordinary general meeting of shareholders, but they only have the right to request, and the convening shall still be convened by the board of directors in accordance with Article 102, and shareholders have no right to convene on their own.

As suggested by Waltz Wang, my understanding of point 8 above is indeed biased. According to the second paragraph of Article 102 of the Company Law of the People's Republic of China, and it is inferred according to common sense that C is a shareholder who "holds more than 10% of the company's shares for more than 90 consecutive days", C may convene and preside over the general meeting of shareholders on his own when the board of directors and the board of supervisors do not convene to preside.

1. Whether the number of directors attending the board meeting of the company on March 28 is in accordance with the law. Article 117 of the Company Law: "A meeting of the board of directors shall be held only when more than one-half of the directors are present. ”

2. Invalid, no written entrustment. Paragraph 1 of Article 118 of the Company Law: The meeting of the board of directors shall be attended by the directors themselves. If a director is unable to attend the meeting for any reason, he or she may entrust another director in writing to attend the meeting on his or her behalf, and the scope of authorization shall be specified in the power of attorney.

3. The board of directors decided that the annual meeting of the company's general meeting of shareholders on April 8, 2012 was legal. Article 104 of the Company Law: "The general meeting of shareholders shall be convened once a year.

The Company Law does not make special requirements for the time of the annual meeting, and the law does not prohibit it. The exact time of the annual meeting is determined by the company, but it is generally held in the first few months after the end of a fiscal year.

4. The two resolutions passed by the board of directors are legal. Paragraph 1 of Article 112 of the Company Law: "(1) Responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders".

Article 112, Item 8: "(8) Decide on the establishment of the company's internal management body; Item 9: "(9) Appointing or dismissing the manager of the company, and appointing or dismissing the deputy manager and the person in charge of finance of the company according to the nomination of the manager, and deciding on their remuneration."

5. If there are irregularities in the minutes of the board of directors, the supervisors attending the board of directors shall not sign the minutes of the board of directors. Paragraph 2 of Article 118 of the Company Law: The board of directors shall make minutes of the decisions on the matters discussed at the meeting, and the directors and recorders present at the meeting shall sign the minutes.

6. Illegal. The general meeting of shareholders is convened by the board of directors and not by the chairman. Article 114 of the Company Law The chairman of the board of directors shall exercise the following functions and powers:

(1) To preside over the general meeting of shareholders and convene and preside over the meetings of the board of directors; Article 112, Paragraph 2, Item 1: "The board of directors shall be responsible to the general meeting of shareholders and shall exercise the following functions and powers: (1) shall be responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders".

7. Comply with legal requirements. Paragraph 1 of Article 112 of the Company Law: "(2) To elect and replace directors and decide on matters relating to the remuneration of directors".

8. The second largest shareholder of the company has the right to propose the convening of an extraordinary general meeting of shareholders. Article 104 of the Company Law: An extraordinary general meeting of shareholders shall be convened within two months under any of the following circumstances: (3) at the request of shareholders holding more than 10% of the company's shares.