Please help me with the issue of corporate law

Say the following 4 points:

1.The first thing you need to check is not the company law, but the articles of association. Article 82 of the Company Law clearly stipulates that:

The articles of association of the shares shall contain the following matters: ......9) The company's profit distribution method", so the company's profit distribution method mainly looks at the company's articles of association. The new company law gives companies more autonomy and can sue if they violate their articles of association;

2.It is not whether the general manager has the authority to do so, it is the board of directors who exercises the right to dividends. According to Article 47 of the Company Law, the board of directors exercises the right to formulate the company's profit distribution plan.

However, at the same time, according to Article 38 of the Company Law, the shareholders' meeting has the right to "review and approve the company's profit distribution plan". Therefore, the implementation of the plan is subject to the consideration of your shareholders, not to mention that you are a shareholder with 40% of the shares;

3.The Company Law vaguely explains the method of distributing profits, but it is not mandatory, see Article 167, Paragraph 4 of the Company Law, "The after-tax profits remaining after the company makes up the losses and withdraws the provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 35 of this Law";

4.If you have profits without dividends for more than 5 years, you can acquire the equity of the other party and make yourself the largest shareholder (assuming you are not currently the largest shareholder), according to Article 75 of the Company Law, "In any of the following circumstances, the shareholder who votes against the resolution of the shareholders' meeting may request the company to acquire its 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 distribution of profits stipulated in this Law".

Dividends are not mandatory, but you, as a shareholder, have the right to know the control of your shares

What's more, you still have 40% of the shares, which means that he has to get your consent when he invests, otherwise it will constitute some kind of infringement

I didn't listen well in class, I studied international law.

The above is right, maybe the governor has the final say, and the general manager has nothing to say. But you are a shareholder who has the right to know the company's financial situation, if you have 40 years old, you should be at least the second shareholder, you can propose to be a supervisor to supervise the operation of funds, if the company's articles of association stipulate year-end dividends, then their practice is inappropriate, must be approved by you. If necessary, you can exercise your shareholder rights in accordance with the law.

1. The after-tax profit of 1 million minus 300,000 yuan of the previous year minus 200,000 yuan of retained reserve fund and the remaining 500,000 yuan of dividends for each shareholder shall be calculated according to the proportion of subscribed capital contribution or the proportion of paid-in capital contribution stipulated in the articles of association of the company.

2. (1) There is a problem with the shareholder's capital contribution because C's capital contribution with business reputation does not comply with the capital contribution regulations of a joint-stock company.

2) Non-compliance. Amending the articles of association requires the unanimous consent of all shareholders, and some shareholders do not agree to this topic, so the amendment of the articles of association does not comply with the provisions of the Company Law.

3) Non-compliance with the regulations, the withdrawal of statutory provident fund to increase capital shall not exceed a certain percentage.

Article 3 of China's Company Law stipulates: "A limited liability company and a stock **** are corporate legal persons. "As a legal person, a company must meet the conditions stipulated in Article 37 of the General Principles of the Civil Law of China.

-- Company Law Questions and Answers 1 How to Evaluate Labor Contributions in Partnership Agreements? Article 16 of the Partnership Enterprise Law stipulates that partners may make capital contributions in money, in kind, intellectual property rights, land use rights or other property rights.

Question: If the shareholders' meeting removes Chairman A from office, does A have the right to preside over the board meeting of the company before the change of registration?

Answer: The registration of a change is an adversarial effect, which is different from the registration of establishment, which is an effective effect. Within the company, if the shareholders' meeting dismisses A as chairman, A is not the chairman of the board, so A has no right to preside over the board of directors of the company.

However, without the change of registration, the contract signed by A and a bona fide third party is still binding on the company.

Question: Company A and other 3 state-owned enterprises plan to establish a H share **** with a total share capital of 400 million. Company A became the largest shareholder with its plant, equipment, patented technology and land use rights.

After the establishment of Company H, Company A purchased 6 million public shares and sold them 3 months later, making a profit of 18 million yuan.

1) Whether the ** held by the promoter shall not be transferred within 1 year from the date of establishment of the company is applicable to this question, and what are the similarities and differences between ** and transfer?

2) What are the consequences of an illegal transfer and what is the legal basis?

Answer: (1) The ** held by the promoter shall not be transferred within 1 year from the date of establishment of the company, and this question shall apply. In this question, ** and transfer are the same meaning.

2) Paragraph 1 of Article 142 of the Company Law stipulates that the promoter of the shares of **** shall not transfer its shares within one year from the date of establishment of the company, and it shall be determined that it is a mandatory norm as a prohibition; From the analysis of the original legislative intent, the purpose of this provision is to increase the liability of the promoter and safeguard the interests of the company and the shareholders who are not the promoters, so it should be an effective regulation. It is illegal for the parties to sign a contract for the transfer of shares and dust, and it should be found to be invalid. The provisions of Article 52 of the Contract Law shall be applied, and it shall be deemed invalid as "violation of mandatory provisions of laws and regulations".

Question: There are 13 directors in a certain share, and at a board meeting, the meeting decided to replace the supervisors. Does this comply with the company's Lu Zen regulations?

Answer: The board of directors of the board of directors of the company has no right to replace the supervisors, please refer to the provisions of the third paragraph of Article 109 of the public and pure judiciary on the functions and powers of the board of directors of the board of directors of the company. In addition, according to Article 100 of the Company Law, the supervisors appointed by the shareholder representatives shall be replaced by the general meeting of shareholders; According to Article 118 of the Company Law, the board of supervisors of the company shall be composed of shareholder representatives and an appropriate proportion of the company's employee representatives, and the employee representatives shall be replaced by the company's employee representative congress.

Question: How do you view the validity of resolutions made by the company when there is less than a quorum of directors present on the board of directors?

Answer: According to the principle of protection of bona fide third parties, the transaction entered into by the company is still valid, because the resolution process is only an internal matter of the company; If the third party knows that the procedure is flawed, it shall be revoked. If the resolution harms the interests of the company, the directors participating in the resolution shall be liable for compensation to the company.

1. I don't think it's a legal issue anymore.

2. It is mainly a matter of relationship. Major shareholders oppose the resolutions of other shareholders in a silent manner. The person presiding over the meeting can indicate before the general meeting of shareholders that if there is no statement, it will be regarded as approval or non-approval. Regardless of whether he signs it or not, then go to the Industrial and Commercial Bureau to go through the procedure.

Article 42 The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.

It should be signed, not required to be valid. The people of the industrial and commercial bureau are also other shareholders of the card.

3. On the grounds that the industrial and commercial bureau must express its position, then other shareholders can think of countermeasures before the meeting and show their attitude in a silent way. This is the only way to cheat, and the rest is to send money to the industrial and commercial bureau and the like.

The AIC's regulations are meant to allow shareholders to indicate their willingness to resolve. If the shareholders present at the meeting have indicated that they are aware of the vote when they sign at the meeting, they will be deemed to have waived their voting rights if they do not sign the resolution, and the objection of the industrial and commercial bureau will not be established.

Article 42 of the Company Law states that the shareholders present shall sign the minutes of the meeting, which is an obligation of the shareholders present. Of course, in practice, shareholders do not sign because they do not agree with the contents listed in the minutes, but this signing or not does not affect the legal effect of the resolution in law. The signature of the shareholders is not a prerequisite for the resolution to be established.

Therefore, there are certain reasons why the court is not suitable, and your company is being pushed back and forth by both sides. In practice, and I don't want to sue the Industrial and Commercial Bureau, I suggest that your company has a feasible way:

1) Concentrate the voting rights of shareholders in the hands of a small number of people (through power of attorney, etc.) 2) Convene an extraordinary general meeting of shareholders, but choose in a remote area, and the shareholders who cooperate do not need to go 3) Wait until the meeting is held, the notice will be cancelled, and let the other party go in vain 4) Keep tossing the other party, saying that it will be opened in Urumqi at one time, and at one time it will be said that it will be in Shenyang, 5) The time is right, and a few people will take a plane to Hainan to sign it.

If you look at it from another angle, the company law is precisely protecting the interests of shareholders in terms of equity and shareholder signatures, but it will not be a contradiction between the interests of both parties.

It is legal for the shareholders not to sign according to the company law, and if I were them, it would actually protect my own interests.

Let's take a look at the negotiation or satisfaction of shareholders' requirements, this situation is so detailed, the law has not yet dealt with it.

1.Negotiate a settlement.

2.If it doesn't work, it's empty talk to continue to operate.

Infighting is an excellent tradition of the Chinese people.

If the negotiation fails, you will wait or apply for the dissolution of the company.

First of all, to be clear, is your company a share **** or a limited liability company? If, as you said, it is a "general meeting of shareholders", we default to the shares, in this case, according to Article 108 of the Company Law, the presiding officer and the directors present at the meeting can sign the minutes.

In addition, in accordance with the Company Law42, it is also mandatory for shareholders present to sign the minutes of the meeting, and it is not compliant to do so. If the incumbent director deliberately delays the resolution of the shareholders' meeting and causes substantial damage to the interests of the company, the board of supervisors may file a lawsuit with the people's court.

Thirdly, if these two are not directors, according to Article 50 of the Company Law, the appointment and dismissal of the general manager and deputy general manager shall be decided by the board of directors of the company. If you have a board of directors, you won't be done.

1. Net worth is too small; 2. The approving authority is illegal; 3. The value of the issued creditor's rights is excessive.

2. For details, please refer to Article 16 of the ** Law for public issuance of corporate bonds, which shall meet the following conditions:

1) The net assets of the shares shall not be less than RMB 30 million, and the net assets of the limited liability company shall not be less than RMB 60 million;

2) The accumulated bond balance does not exceed 40% of the company's net assets;

3) The average distributable profit in the last three years is sufficient to pay the interest on the corporate bonds for one year;

4) The investment of the raised funds is in line with the national industrial policy;

5) The interest rate of the bond does not exceed the interest rate level set by ***;

6) Other conditions specified in ***.

The funds raised by the public issuance of corporate bonds must be used for the approved purposes and shall not be used to cover losses and unproductive expenditures.

In addition to meeting the conditions specified in the first paragraph, the issuance of corporate bonds by listed companies that can be converted into ** shall also meet the conditions of this Law on public issuance, and shall be submitted to the ***** regulatory authority for approval.

Article 163 of the Company Law: "When a company issues corporate bonds, the board of directors shall formulate a plan and the shareholders' meeting shall make a resolution. The issuance of corporate bonds by a wholly state-owned company shall be decided by an institution authorized by the state for investment or by a department authorized by the state.

After making a resolution or decision in accordance with the provisions of the preceding two paragraphs, the company shall report to the ***** management department for approval. ”

Article 4 of the Interim Measures for the Administration of Corporate Bonds: "The issuance of bonds by a company must meet the conditions specified in these Measures and be approved by the China Securities Regulatory Commission. Bonds shall not be issued or disguised without approval. ”

1. Before the issuance, a sponsorship agreement shall be signed with the sponsor, and the sponsor shall counsel the enterprise and issue a letter of sponsorship for the issuance of bonds.

2. The company that issues corporate bonds shall meet the conditions stipulated in the ** Law, as specified in Articles 16 and 18 of the ** Law. A net worth of 50 million is definitely not eligible.

3. The issuance of corporate bonds shall be submitted to the China Securities Regulatory Commission and approved, and the county has no right to approve.

4. The procedure for raising corporate bonds is illegal. Before the issuance of corporate bonds, the public offering documents shall be announced, and the documents shall be placed in a designated place for public inspection.

The main pieces, the details of the problem you can add in accordance with the provisions of the laws and regulations.