The nature of shareholder voting rights, what is shareholder voting rights

Shareholder voting rights are the right of shareholders to vote on the affairs of the company according to the shares they hold in a joint-stock company. The size of the voting rights of shareholders depends on the type and number of ** held by shareholders. Common shares generally represent one vote per share.

Preferred shares have the right of priority to receive dividends and share the remaining property, but these shareholders generally do not have the right to vote at the general meeting of shareholders, or are subject to various restrictions; However, if the dividends of preferred shares are in arrears, these shareholders usually have voting rights. Voting rights may be exercised by the shareholder by delegating another person. Majority shareholders often only need to concentrate 30 to 40% of the ordinary ** to control the voting rights of the shareholders' meeting, so as to control the joint-stock company.

Shareholders enjoy the same amount of voting rights according to the number of shares they hold, which is the principle of equal voting rights of shareholders, and its main content is one share and one right, which is approved by the majority. The equality of voting rights of shareholders here does not mean that each owner enjoys equal voting rights, but refers to the equal voting rights of each equal amount of capital contribution or each share, which is the equality of shareholders on the basis of shares, and shareholders enjoy corresponding voting rights according to their capital contributions or the number of shares they hold.

The voting rights of shareholders have the following properties.

1) Voting rights are an inherent right. Voting rights are a power that flows out of shareholder rights based on their status as shareholders, and cannot be deprived or restricted by the articles of association or resolutions of shareholders' meetings unless they are prescribed by law.

2) Voting rights are a common benefit right. Although the exercise of voting rights should reflect the interests and requirements of their respective shareholders, since the company's expression of intent is composed of the exercise of voting rights, the exercise of voting rights will inevitably intervene in the interests of the company and other shareholders, and this form of intervention can be manifested not only in respect and promotion of the interests of the company and other shareholders, but also in the restriction and suppression of the interests of the company and other shareholders. It can be seen that voting rights are very different from self-benefit rights, and they belong to the category of common benefit rights.

3) The voting rights are the rights of individual shareholders. This is an inevitable requirement of the principle of one share and one voting right, and it is also the general practice of the company laws of all countries.

4) Voting rights are a special civil right. As mentioned above, shareholder rights are a type of civil rights, and shareholders' voting rights are no exception. When the voting rights are infringed by the company, the shareholders may file a lawsuit for revocation of the resolution of the general meeting of shareholders on this ground, and may claim damages against the directors who are directly involved in such infringement; When the voting rights are infringed by a third party, the shareholders may, in accordance with the general principles of tort law, request the infringer to stop the damage, remove the obstruction and compensate for the damages.

Legal analysis: Shareholders' voting rightsShareholders have the right to express their intentions on the proposals of shareholders' meetings and shareholders' meetings based on their shareholder status. As an inherent right and a common benefit right, shareholder voting rights are the main embodiment of shareholder rights, and are at the core of shareholder rights like the right to request dividend distribution.

Equity refers to the rights and interests of the holder corresponding to the proportion of the holder and the right to bear certain responsibilities.

Legal basis: Article 103 of the Company Law of the People's Republic of China Shareholders attend the general meeting of shareholders and have one voting right 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.

Shareholdersvotingright, also known as shareholders' voting right, refers to the right of shareholders to make certain expressions of intent on the proposals of shareholders' meetings and shareholders' meetings based on their status as shareholders. In the voting of the shareholders' (general meeting), the shareholders transform their inner needs and wishes into legal expressions of intent, and the expression of the will of the shareholders is raised to the company's expression of intent, that is, the resolution of the shareholders' (general meeting), which is binding on the company itself and its organs. Voting rights are the main embodiment of shareholders' rights, and they are at the core of the shareholder rights sequence like the right to claim dividends.

Some scholars believe that if limited liability is the most prominent feature of the Company Law, then the voting rights of shareholders are the second distinctive feature of the Company Law. As an inherent right and a common benefit right, shareholders' voting rights are not allowed to be restricted or deprived by the articles of association or resolutions of shareholders' (general meeting) unless they are prescribed by law.

1. Restrictions on shareholders' voting rights.

There are several ways to restrict shareholders' voting rights:

The first is the direct restriction, that is, the legislation expressly stipulates that the voting power of the excess part of the shares of shareholders holding more than a certain proportion of shares is weaker than that of ordinary shares, that is, the part of the shares is no longer a voting right of one share, but only one voting right is enjoyed by multiple shares;

the second is indirect restrictions; That is, by stipulating the minimum number of attendees and the minimum number of voting rights required for the passage of proposals of different companies, it increases the difficulty of major shareholders to abuse their voting rights, so as to indirectly achieve the effect of restriction;

The third is the restriction on the right to vote. Due to the large number of shareholders and the high degree of dispersion, in order to facilitate those shareholders who cannot attend the shareholders' meeting in person and are unwilling to give up their voting rights to exercise their voting rights, the company laws of various countries generally allow shareholders to participate in voting by proxy voting. The proxy voting system is undoubtedly of positive significance for ensuring that shareholders, especially the many small shareholders who are highly dispersed, exercise their voting rights in accordance with the law and participate in the company's affairs, but it also breeds the disadvantages of acquisition and abuse of power of attorney.

2. Voting rights of shareholders.

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

As an economic organization based on capital and linked by trust, the voting rights of each shareholder should in principle depend on their respective capital contributions, that is, the shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions at the shareholders' meeting. The exercise of voting rights by shareholders in proportion to their capital contributions reflects the essence of capital and is a common practice in all countries in the world.

In addition to the capital factor, limited liability? There is often a relationship of mutual trust between the shareholders of any company. The contribution of shareholders with more capital contribution to the development of the company may not necessarily exceed that of shareholders with less capital contribution.

If shareholders are determined to exercise their voting rights at shareholders' meetings only based on the proportion of capital contribution, it may be detrimental to the development of the company and cooperation among shareholders. Therefore, the Company Law has made more flexible provisions: unless otherwise provided in the articles of association, that is, the voting rights of shareholders at the shareholders' meeting, the articles of association of the company may make provisions that the voting rights shall not be exercised in proportion to the capital contribution, and shall be implemented in accordance with this provision.

Legal Analysis: Generally speaking, the voting rights of shareholders are determined by the proportion of their capital contributions. However, unless otherwise provided in the Articles of Association.

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

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 made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.