Cases related to the Company Law

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.

1.A shares **** (hereinafter referred to as Company A) held a meeting of the board of directors on February 1, 2006, and the meeting was held and the resolutions were discussed as follows:

1) Six of the seven directors on the board of directors of Company A attended the meeting. Among them, director Xie was unable to attend the meeting due to illness, and ** entrusted director Li to attend the meeting and exercise voting rights on his behalf.

2) Company A and Company B have a business competition relationship, but Mr. Hu, the general manager of Company A, engaged in business activities for Company B without authorization in the second half of 2003, which harmed the interests of Company A, so the board of directors made the following decisions: dismiss Mr. Hu, the general manager of the company; The income derived from Hu's business activities for Company B was returned to Company A.

3) In order to improve the company's management system, the board of directors passed the resolution to amend the company's articles of association, and decided to implement it from the date of adoption.

1) Is the practice of director Xie Mou** entrusting director Li to attend the board meeting and exercise voting rights on his behalf is in accordance with the law? Briefly explain why.

2) Does the decision of the board of directors to dismiss the general manager of Company A comply with the law? Briefly explain why.

3) Is the decision of the board of directors to return the income obtained by Hu's business activities for Company B to Company A in accordance with the law? Briefly explain why.

4) Is the resolution of the board of directors to amend the articles of association in accordance with the law? Briefly explain why.

1) Doesn't comply with the law. According to the regulations, when the board of directors is convened by the board of directors of the stock **** and the director is unable to attend for any reason, he or she may entrust other directors to attend on his behalf in writing, but the scope of authorization shall be stated in the written power of attorney. In this question, director Xie only entrusted director Li to exercise voting rights on behalf of the director Li in the form of **, but did not entrust in writing, so the entrustment method was illegal.

2) Comply with legal requirements. According to the regulations, the dismissal of the company's managers is within the competence of the board of directors.

3) Comply with legal requirements. According to the regulations, directors and senior managers shall not use their positions to seek business opportunities belonging to the company for themselves or others without the consent of the shareholders' meeting or the general meeting of shareholders, or operate the same kind of business as the company they work for themselves or for others, otherwise the income will belong to the company.

4) Does not comply with legal requirements. According to the regulations, the amendment of the articles of association of the company shall be decided by the general meeting of shareholders.

1. Violating Article 148 of the Company Law on the duty of loyalty and diligence owed by directors, supervisors and senior managers to the company.

2. The contract is valid, the main body of the contract is B and C, according to the principle of relativity of contract, the rights and obligations are borne by both parties to the contract, and the contract is valid.

3. Cai should be liable to compensate the company for the loss of the business loss of the business.

(1) Since the act occurred in 1995, the Company Law at that time should be applied, and Cai's conduct violated Article 61 of the Company Law at that time, which prohibits directors and managers from operating the same kind of business or engaging in activities that harm the interests of the company for themselves or for others.

2) The contract is valid. Because Company C did not know the situation and was a bona fide third party, and the contract itself did not have any statutory invalidity, the validity of the contract could not be denied because of Cai's own improper conduct.

3) According to Article 61 of the Company Law at that time, Cai was liable to attribute the income obtained from his contract to the company.