What should I do if the shareholders replace the first few pages of the articles of association?

Should the articles of association be amended after the internal transfer of capital contributions by shareholders, and who is the subject of the amendment? What should the minority shareholders do if the majority shareholders do not agree to the amendment.

1. The articles of association of the company shall be amended after the transfer of shareholders, and the company has the obligation to amend the articles of association, and if the major shareholder abuses the rights of shareholders to control the company, the articles of association of the company shall not be amended, and the minority shareholders may resolve the matter through litigation.

2. Equity transfer not only requires the delivery of the certificate of rights, but also requires the company to amend the articles of association and the register of shareholders accordingly. The register of shareholders is an account book that must be prepared by a limited liability company in accordance with the provisions of the Company Law to prove the identity of shareholders and have the effect of publicity. Shareholders recorded in the shareholders' articles of association may claim the exercise of shareholder rights against the company in accordance with the register of shareholders, and the company shall only recognize the shareholders recorded in the register of shareholders to enjoy the rights of shareholders against the company.

3. Therefore, after the original shareholder transfers its equity to the transferee, it also transfers its shareholder qualifications, and the shareholder register must be revised according to the actual situation after the transfer, one is for the recognition and confirmation of the new shareholder qualifications, but for publicity. In accordance with the provisions of Article 74 of the Company Law"After the transfer of equity, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the records of the shareholders and their capital contributions in the articles of association and the register of shareholders accordingly.

4. The amendment to the articles of association of the company does not need to be voted on by the shareholders' meeting. "This clause is mandatory, and if a major shareholder abuses his shareholder rights to control the company, the articles of association of the company will not be amended, and the minority shareholder can resolve the matter through litigation.

This problem is not big, because the establishment of a company is to go to the industrial and commercial bureau for company registration, the articles of association is also one of the necessary materials to be registered, if there is a ** East does not recognize the articles of association of the company, then the industrial and commercial bureau will not do it, and the industrial and commercial bureau will look at the content of the articles of association, many local industrial and commercial bureaus do not allow themselves to blindly change the articles of association template The articles of association are subject to the industrial and commercial registration, so as long as the industrial and commercial registration is not a problem.

Generally, the articles of association of the company, no matter how many pieces of paper, have a seam seal. The junction of the paper is stamped with a riding stamp, a riding stamp, a handprint, and a few words written at the riding seam. Yes, it is better, with and without you go to the notary department to identify, whether the paper is the same as the old and new, thickness, size and color (A4 paper size is different).

I hope my advice will be useful to you.

It's not easy to do, if you don't have evidence to prove that they are cheating, you're afraid you'll have to lose, and you can withdraw your shares before you cause serious consequences. There's nothing to work with them. There is no other way to do it.

If the company is registered as a business.

You can go to the Industrial and Commercial Bureau to retrieve the internal file to view.

The internal file registration of the Industrial and Commercial Bureau shall prevail.

Even if the other party replaces.

Nor does it have the force of law.

The articles of association do not require the consent of all shareholders, and changes to the articles of association only need to be approved by a two-thirds majority vote of the shareholders present at the shareholders' meeting or general meeting. In addition, it is necessary to apply for the registration of the change within 30 days after the resolution or decision on the change is made.

What to pay attention to in the bankruptcy estate distribution plan.

The following matters need to be paid attention to in the distribution plan of the bankruptcy estate:

1. The name or name and address of the creditor who distributed the bankruptcy estate;

2. Participate in the distribution of the creditor's rights of the bankruptcy estate;

3. The amount of the bankruptcy estate available for distribution;

4. The order, proportion and amount of distribution of the bankruptcy estate;

5. Methods for implementing the distribution of bankruptcy property.

Legal basisArticle 103 of the Company Law of the People's Republic of China.

Shareholders attend the general meeting of shareholders and have one vote for each share they hold. However, the shares of the Company held by the Company do not have voting rights. Resolutions made at a general meeting of shareholders must be passed by a majority of the voting rights held by the shareholders present at the meeting.

However, the resolution of the general meeting of shareholders to amend the articles of association, increase or decrease the registered capital, as well as the resolution of the merger, division, dissolution or change of the form of the company, must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Legal analysis: According to the provisions of the Company Law, a limited liability company needs to convene a shareholders' meeting to amend its articles of association, and it must be approved by shareholders representing more than two-thirds of the voting rights. However, this is only the minimum limit, and according to the principle of corporate autonomy, the company can impose stricter limits on the amendment of the company's articles of association.

Therefore, it can be stipulated in the articles of association that the amendment of one or more articles of the articles of association must be approved by all shareholders.

Legal basis: Article 12 of the Company Law of the People's Republic of China The business scope of the company shall be stipulated in the articles of association of the company and shall be registered in accordance with the law. The company may amend its articles of association and change its business scope, but it shall go through the registration of the change.

The company's business scope is subject to approval in accordance with laws and administrative regulations, and shall be approved in accordance with the law. Disturb the Brigade.

Regulations on the Administration of the Registration of Enterprise Legal Persons in the Town》 Article 17 An enterprise legal person shall apply for a change of registration if it changes its name, domicile, place of business, legal representative, economic nature, business scope, business mode, registered capital, business period, as well as the establishment or cancellation of branches.

The articles of association only stipulate whether the legal representative is the chairman or the manager, and generally does not specify the specific name. Therefore, if the chairman or manager changes, the legal representative naturally changes. Therefore, there is no need to change the articles of association.

In accordance with the provisions of Article 47 and Article 109 of the Company Law, the Board of Directors convenes a general meeting of shareholders. However, amending the articles of association of the company is related to the overall situation of the company's development and shall not be proposed by temporary motion during the meeting. If the board of directors is reluctant to propose an amendment to the company's articles of association, shareholders may propose an amendment.

In addition, if the board of directors does not preside over and convene the shareholders' (general meeting), the shareholders may convene and preside over the extraordinary shareholders' (general meeting) meeting on their own. Limited liability company: Shareholders representing more than one-tenth of the voting rights may propose to convene, convene and preside over an extraordinary shareholders' meeting; Shares**** Shareholders who individually or collectively hold more than 10% of the company's shares may propose to convene, convene and preside over an extraordinary general meeting of shareholders.

Article 71 of the Company Law of the People's Republic of China 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 in writing of their equity transfer matters to seek consent, and if other shareholders do not reply within 30 days from the date of receipt of the 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. Quietly.

No, as long as it is voted by the general meeting of shareholders.

The amendment of the articles of association is the statutory authority of the shareholders' meeting. Articles 38 and 100 of the Company Law of the People's Republic of China stipulate the power of the shareholders (general meeting) to amend the articles of association. The amendment of the articles of association of a limited liability company shall be approved by the shareholders representing more than two-thirds of the voting rights, and the amendment of the articles of association of the shares shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

However, in some cases, amendments to the articles of association do not require a resolution of the shareholders' meeting. After the shareholders of a limited liability company transfer their equity, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the articles of association accordingly. This amendment to the Articles of Association is no longer subject to a vote by the shareholders' meeting.

According to Article 130 of the Company Law, shares can be issued with registered **, bearer ** and other types of **. When the amendment of the articles of association of a company involves the interests of the shareholders of the class of shares, the Company Law of the People's Republic of China does not stipulate that the amendment of the articles of association requires the consent of the shareholders of the class shares.

No, you don't.

The company shall amend the articles of association and the register of shareholders regarding the shareholders and their capital contributions, and the amendment to the articles of association shall not be voted on by the shareholders' meeting. This is the only exception to amending the company's articles of association without a vote at a shareholders' meeting.

To apply for the filing of changes to the articles of association of the company, the original resolution of the shareholders' meeting and the amendment to the articles of association of the company (the company's seal, the company's shareholders do not need to seal (sign) on the amendment to the articles of association and the company's legal representative to sign it).

The amendment of the articles of association of the company is a matter for deliberation at the shareholders' (general meeting) meeting. A limited liability company shall notify all shareholders 15 days before the meeting, the shares shall be notified to the shareholders 20 days before the meeting, and the extraordinary meeting shall notify the shareholders 15 days before the meeting.

The entity responsible for the notification obligation is usually the board of directors. However, when the board of supervisors or shareholders convene and preside over the shareholders' (general meeting), they shall notify them.

Articles of Association Amendment Process:

1. The resolution of the board of directors of the company to amend the articles of association of the company proposes a draft amendment to the articles of association.

2. The shareholders' meeting shall vote on the amendment clauses of the articles of association. Amendments to the articles of association of a limited liability company must be approved by shareholders representing more than two-thirds of the voting rights; Amendments to the articles of association of shares **** shall be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders.

3. When the amendment of the articles of association of the company involves matters that need to be approved, it shall be reported to the competent authority for approval. If the shares are issued for the registered capital, they must apply for approval from the provincial people's first authorized department; If it is a public offering, it must be approved by the ***** management department.

4. If the amendment of the articles of association of the company involves matters that need to be registered, it shall be reported to the company registration authority for approval and the change of registration shall be handled; If no registration matters are involved, it shall be sent to the company registration authority for the record.

5. If the amendment of the articles of association of the company involves matters that need to be announced, it shall be announced in accordance with the law. If the company issues new shares to raise full funds, it must make an announcement in the manner prescribed by law or the articles of association.

To amend the articles of association of a limited liability company, a shareholders' meeting must be convened and approved by shareholders representing more than two-thirds of the voting rights. The process of amending the articles of association of the company begins with the board of directors of the company putting forward a proposal to amend the articles of association, and the proposal to amend the articles of association is convened by shareholders and submitted to the general meeting of shareholders for voting. Amendments to the articles of association of a limited liability company must be approved by shareholders representing more than two-thirds of the voting rights;

If the change of the articles of association approved by the resolution of the general meeting of shareholders needs to be approved by the competent authority, it shall be reported to the competent authority for approval. Changes to the articles of association are information required to be disclosed by laws and regulations, and are to be announced in accordance with regulations. If there is a major change in the scope of business, the issuance of new shares, etc., it shall be announced.

If the amendment of the articles of association of the company involves registration matters, it is necessary to apply to the company registration authority for change of registration after the change. If it does not involve registration matters, it shall be sent to the company registration authority for the record.

Company Law of the People's Republic of China

Article 41 When convening a shareholders' meeting, the shareholders of Quanhongzi Naiti shall be notified 15 days before the meeting; However, unless otherwise provided in the articles of association or otherwise agreed by all shareholders. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.

Article 42 At the shareholders' meeting, the shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions; However, unless otherwise provided in the Articles of Association.

Article 43 Except as provided in this Law, the manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association. Resolutions to amend the articles of association, increase or decrease the registered capital, and 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.

What are the aspects of the validity of the company's articles of association?

The validity of the Articles of Association is manifested in the following aspects:

1. The effectiveness of the company's articles of association on the company. The effectiveness of the articles of association on the company is manifested in the fact that the company's own behavior is subject to the articles of association;

2. The effect of the articles of association on shareholders. The articles of association are formulated by the shareholders of the company and are binding on the shareholders. This binding effect is not limited to the shareholders who draft and formulate the articles of association, but also to the shareholders who later join the company, which is determined by the nature of the autonomous rules of the company's articles of association;

3. The effect of the articles of association of the company on directors, supervisors and senior managers. The effect of the articles of association on directors, supervisors and senior management is that the directors, supervisors and senior management of the company shall abide by the articles of association and exercise their powers in accordance with the provisions of the law and the articles of association.