What Is Shareholder Approval?

Shareholders' meeting refers to an organization composed of all shareholders that decides major matters concerning the company's operation and management. The shareholders' meeting is the highest authority of the company, and other institutions are created by it and are responsible for it. The functions and powers of the shareholders 'meeting are the same as those of the shareholders' meeting of a limited liability company. ^[1]

Shareholders meeting

Shareholders' meeting refers to an organization composed of all shareholders that decides major matters concerning the company's operation and management. The shareholders' meeting is the highest authority of the company, and other institutions are created by it and are responsible for it. The functions and powers of the shareholders 'meeting are the same as those of the shareholders' meeting of a limited liability company. ^[1]

Related laws:

The People's Republic of China

Make decisions on the company's major operating matters, and provide an effective way for company shareholders to participate in corporate governance.

1. Convene

The shareholders' general meeting is the highest authority of the company. The shareholders' general meeting resolutions made in accordance with the law have the legal effect, but the resolutions made by the shareholders' general meeting shall be legal in content, legal in the resolution process, legal in content, and in compliance with the company's articles of association. Effectiveness.

According to the relevant provisions of the "Company Law" on the general meeting of shareholders, the resolution of the general meeting of shareholders shall include the following:

1. Basic situation of the meeting: meeting time, place, nature of meeting (timing)

2. Notification of the meeting and the status of shareholders attending the meeting: time and method of meeting notification; status of shareholders attending the meeting, and shareholders abstaining. To convene a shareholders 'meeting, all shareholders should be notified 15 days before the meeting, and the annual shareholders' meeting should be notified to all shareholders 20 days in advance.

3. The chairing status of the meeting: The first meeting is convened and chaired by the shareholder with the largest capital contribution; in general, it is convened by the board of directors and chaired by the chairman; when the chairman is unable to perform his duties due to special reasons, the chairman or other director appointed by the chairman is chaired by the chairman; If the vice chairman is unable to perform his or her duties, more than half of the directors jointly recommend one director to chair.

4. Resolutions of the meeting: The shareholders 'general meeting shall exercise voting rights according to the proportion of capital contribution; the shareholders' general meeting shall decide on amendments to the company's articles of association, increase or decrease of registered capital, division, merger, dissolution or change of the company form, and must be held by the shareholders present at the meeting. More than two-thirds of them passed. As for the specific voting results of the shareholders' meeting, the number of shares represented by shareholders with approval, opposition, and abstentions represents the proportion of the total number of shares held by shareholders attending the general meeting. The status of shareholders with objections or abstentions.

5. Signature: The shareholders' general meeting resolution shall be stamped or signed by the shareholders (natural person shareholders). ^[4]

Defective resolution of the shareholders 'general meeting means that the procedure or content of the resolution passed by the shareholders' general meeting violates the provisions of laws, administrative regulations or the company's articles of association and infringes on the legitimate rights and interests of the company or other shareholders. There are flaws in the resolutions of the shareholders' general meeting, and the Company Law grants shareholders two kinds of relief right to request the confirmation of the shareholders' general meeting's invalidity or to revoke the shareholders' general resolution.

1. Shareholders request to confirm that the resolution of the shareholders 'meeting is invalid or have the right to request the court to revoke the resolution of the shareholders' general meeting, but they have the right of revocation. This kind of revocation is different from the right of revocation stipulated in Article 55 of the Contract Law. Representational characteristics, but different from contracts. The content of the large resolution of the shareholders' meeting is not limited to the division of rights and obligations among shareholders, and may also include a series of issues such as company operations, investment, labor compensation, and management salary.

2. Shareholders' request to confirm the invalidation of the shareholders' general meeting resolution or the court's revocation of the shareholders' general meeting resolution shall be listed as the defendant. The shareholders' general meeting is the highest authority of the company, and the legal effect of the shareholders' general meeting resolution can only be attributed to the company itself.

3. The period within which shareholders exercise their right of revocation. There are legal flaws or possible illegal shareholders' general meeting resolutions. The Company Law stipulates that the shareholders request to revoke the shareholders general meeting s exclusion period is 60 days, and the starting time is the date of the shareholders general meeting s resolution. Provisions.