How to prevent shareholders from privately operating company related businesses

Legal basis: Company Law of the People's Republic of China

Article 5 The company engaged in business activities must abide by laws and administrative regulations, abide by social morality and business ethics, be honest and trustworthy, accept the supervision of the public and assume social responsibility.

The legitimate rights and interests of the company are protected by law and are not infringed. Parafissure.

Article 6 To establish a company, an application for establishment registration shall be made to the company registration authority in accordance with the law. If the establishment conditions stipulated in this law are met, the company registration authority shall be registered as a company or a stock with a rollover limit respectively; If it does not meet the establishment conditions stipulated in this Law, it shall not be registered as a limited liability company or a share****.

The shareholders of the company shall abide by the laws, administrative regulations and the articles of association of the company, exercise their shareholder rights in accordance with the law, and shall not abuse their shareholder rights to harm the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. If a shareholder of a company abuses its shareholder rights and causes losses to the company or other shareholders, it shall be liable for compensation in accordance with law.

Legal basis: Company Law of the People's Republic of China Article 20 Shareholders of the company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights as shareholders in accordance with the law, and shall not abuse their rights to damage the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.

Legal analysis: If the shareholders of the company do not hold any position in the company, they have no right to directly interfere with the daily operation of the company except for exercising the right to choose managers of the company, voting on major issues of the company, obtaining dividends from the company, the right to know and other shareholder rights.

Legal basis: Company Law of the People's Republic of China

Article 71 The shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders to seek consent for their equity transfer matters, and if other shareholders do not reply within 30 days from the date of receipt of Lu He's written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer.

For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.

Where the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.

Article 72 When a people's court transfers a shareholder's equity in accordance with the compulsory enforcement procedures prescribed by law, it shall notify the company and all shareholders that the other shareholders have the right of first refusal under the same conditions. If other shareholders do not exercise the right of pre-emption within 20 days from the date of notice from the people's court, they shall be deemed to have waived the right of pre-emption.

The controlling shareholder has no right to interfere in the daily operation and management of the listed company.

According to the Company Law, although the controlling shareholder enjoys shareholder rights such as "asset returns, participation in major decision-making and selection of managers", the listed company, as a legal person independent of the shareholders, operates independently in accordance with the law, and the controlling shareholder has no right to interfere in the daily operation and management of the listed company, and the entities exercising the company's management rights only include the company's directors and managers.

If the controlling shareholder bypasses the board of directors and can also give orders to the company's executives or other front-line personnel to interfere with the actual operation of the listed company, then all the governance mechanisms of the listed company will be useless.

Shareholders have the right to participate in (or entrust representatives to participate) in the shareholders' (general meeting) and exercise their voting rights and deliberation rights according to the proportion of shares or other agreements. The Companies Act also gives the right to request revocation of non-compliant resolutions;

If the convening procedures and voting methods of the shareholders' meeting, the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders may request the people's court to revoke the resolution within 60 days from the date on which the resolution is made.

Lawyer's analysis: Regardless of whether the driver violates the law while driving, the driver is not allowed to drive the vehicle again, and the traffic management department of the public security organ shall detain the motor vehicle and notify the driver to provide a driver's license. Then, it will be processed separately according to the situation where the driver provides the driver's license:

1. If the driver provides a driver's license, if there is no other violation of the law while driving, he will be given a warning or fine, and the motor vehicle will be returned in time;

2. If the driver provides a driver's license, if there is a violation of the law while driving, he will be punished according to the illegal situation and the failure to carry the driver's license, and the motor vehicle will be returned in time;

3. If the driver fails to provide a driver's license, he will be punished as driving without a license.

As for the punishment of driving without a license: for those who "do not obtain a motor vehicle driving license", Article 99 of the Road Traffic Safety Law stipulates that a fine shall be imposed and detention for up to 15 days.

Legal basis]:

Road Traffic Safety Law of the People's Republic of China Article 19 To drive a motor vehicle, a motor vehicle driver's license shall be obtained in accordance with the law. To apply for a motor vehicle driver's license, you should meet the driving permit conditions stipulated by the public security department; After passing the examination, the traffic management department of the public security organ will issue a motor vehicle driving license of the corresponding category. Holders of overseas motor vehicle driver's licenses, who meet the driving permit conditions stipulated by the public security department, and pass the assessment of the traffic management department of the public security organ, can be issued a motor vehicle driving license in China.

The driver shall drive the motor vehicle in accordance with the permitted driving type indicated on the driver's license; When driving a motor vehicle, you should carry your motor vehicle driver's license with you. No unit or individual other than the traffic management department of the public security organ shall confiscate or detain the driver's license of the motor vehicle.

Legal analysis: It is a violation of the company law for a shareholder of the company to engage in the business related to the company without permission, and the shareholder may be required to stop the infringement and claim compensation for the losses caused to the company.

Legal basis: Company Law of the People's Republic of China

Article 5 The company must abide by laws and administrative regulations, abide by social morality and business ethics, be honest and trustworthy, accept the supervision of the public and assume social responsibility.

The legitimate rights and interests of the company are protected by law and are not infringed.

Article 6 To establish a company, an application for establishment registration shall be made to the company registration authority in accordance with the law. If the establishment conditions stipulated in this law are met, the company registration authority shall register them as a limited liability company or a share****; If it does not meet the establishment conditions stipulated in this Law, it shall not be registered as a limited liability company or a share****.

Netizen question: In September last year, I invested in a travel company with my friends, (the legal person is A, the supervisor is B, I am C), with a total investment of 40W, because A fully manages the operation and does not take a salary, it is converted into an investment of 20W, but the actual investment is 20W. Thus, A accounts for 75%, B for 15%, and C for 10%.

Because it is a friend, out of trust, for half a year, basically did not ask about the company's situation, only in the middle of A to contact everyone, funds are tight, need to expand investment, in the original proportion does not become the case, A then invest 5W, B investment 3W, C investment 2W, the total investment quietly becomes 60W. In May, because he had never seen the accounts, C decided to check the accounts, only to know that the flow account was only done in January, and the second half of the year did not even do the flow account, let alone the voucher, and then I wanted to check the account flow, and it turned out that all the occurrence and transaction amount from the beginning were carried out through A's private account, and the public account was basically useless. I would like to ask if in this case, as the smallest shareholder of the company, how can I defend my rights, and I will lose money and make money in business, but I can't just make money by saying that he will make money, and I will lose if I say I will lose, how should I protect my rights and pursue responsibility?

In addition, if A wants to make up the accounts that should be done in the previous period, can he make up for it? If I make up for it, how can I verify whether it is a false account? At present, the two shareholders are unwilling to accept the shares, and have been interfering with my ** shares, basically the negotiation is invalid, how should I protect my rights?

Now I would like to ask if I ask for the dissolution of the company, will the company be liquidated first, and if the company has no accounts, how should it be liquidated? The director violates the articles of association of the company, and the executive director shall not open an account in his or her own name or in the name of other individuals, nor shall he invest the company's funds in his or her own name in an external unit. And then there is no account, if I sue the court, what can I hold him accountable?

Are there any substantial penalties? (The previous shareholder interfered with my ** shares, which means that I am looking for an interested buyer, but the shareholders will make trouble, causing the buyer to give up) Company Law I still know better, and what I want to know now is that if the rules in the company law are violated, what punishment can the legal person receive, thank you! Lawyer:

China's Company Law stipulates that if a director or senior manager violates the provisions of laws, administrative regulations or the articles of association and harms the interests of shareholders, the shareholders may file a lawsuit with the people's court. If you believe that the company's management has violated your rights and interests, you can file a lawsuit with the people's court in accordance with the above provisions.