What are the provisions of the company law on voting rights?
1. Exercise the voting right in proportion to the capital contribution. The Company Law stipulates that when making a resolution, the shareholders' meeting shall exercise the right to vote in proportion to the shareholders' capital contribution.
2. One person, one vote. The company law stipulates that the board of directors shall have one person and one vote when deliberating.
3. Cumulative voting system. The number of voting rights is equal to the number of shares held multiplied by the number of directors or supervisors to be elected.
The Company Law stipulates the above three voting methods. If the voting method is stipulated in the articles of association of the enterprise, the voting method stipulated in the articles of association shall be adopted.
4. One person, one vote, passed by more than half of all partners.
5. The double majority standard was adopted.
Bankruptcy law stipulates that the exercise of voting rights usually means that half or two-thirds of the total unsecured claims are passed. Both the number of people and the amount of creditor's rights are stipulated. In the bankruptcy law, there is another voting method, that is, group voting. Group voting of similar claims. If more than half of the creditors in this group pass, the resolution is passed. For example, the adoption of the reorganization plan.
Decision project
1, the company's foreign investment resolution
The Company Law stipulates that a company's investment in other enterprises may be decided by the board of directors or the shareholders' (general meeting) in accordance with the provisions of the company's articles of association.
2. Resolution on external guarantee
The Company Law stipulates that the guarantee provided by a company to others or other enterprises may be decided by the board of directors or the shareholders' (general) meeting. If the company provides guarantee for shareholders or actual controllers, it must be decided by the shareholders' (general) meeting.
3. Special resolutions and general resolutions
(1) The shareholders' meeting of a limited liability company shall exercise the right to vote in proportion to the capital contribution of shareholders, and the matters that must be passed by special resolutions are as follows:
(2) When the shareholders of a joint stock limited company vote on the resolution of the shareholders' meeting, it shall be passed by more than half of the voting rights held by the shareholders present at the meeting; Special resolutions must be adopted by more than two-thirds of the voting rights held by shareholders present at the meeting.
(3) In a partnership, major issues must be unanimously adopted by all partners. Major events include:
1 Change the name, business scope, main business place or place of the partnership.
Dispose of the real estate of the partnership enterprise
3. Transfer or dispose of the intellectual property rights and other property rights of the partnership.
4. Provide external guarantee in the name of partnership.
5. Hire a person other than a partner as the manager of the partnership.
6. Labor service contribution of partners, conclusion, modification and supplement of partnership agreement, etc.
In a partnership, only the transfer of capital contribution between partners and the determination of liquidators do not need unanimous consent, and the rest need unanimous consent of partners before they can be passed.
(4) Among foreign-invested enterprises, major issues of the joint venture shall be unanimously approved by the board of directors.
(5) Reorganization plan (key and difficult points)
1 adopt group voting. That is to say, according to the types of creditor's rights, creditor's rights include:
A. creditor's rights with security rights over the debtor's specific property.
B the wages, medical care, disability allowance and pension expenses owed by the debtor to the employees, as well as the basic old-age insurance, basic medical insurance and compensation that should be paid to the employees according to laws and administrative regulations.
C. taxes owed by the debtor.
D. ordinary creditor's rights.
2. The specific ways to adopt the reorganization plan include:
A. If more than half of the creditors of the same voting group present at the meeting pass, and the amount of creditor's rights represented by them accounts for more than 2/3 of the total creditor's rights of the group, the group will pass the plan. When all groups pass the reorganization plan, the reorganization plan is passed.
B. If some voting groups fail to pass the reorganization plan, the debtor or the administrator may consult with the voting group that failed to pass the draft reorganization plan, and the voting group may vote again after consultation. Refusing to vote again or voting again and still failing to pass the draft reorganization plan, but the draft reorganization plan meets the conditions prescribed by law, the debtor or administrator may apply to the people's court for approval of the draft reorganization plan.
C. If the draft reorganization plan is not adopted or approved by the court, the court shall make a ruling to terminate the reorganization procedure and declare the debtor bankrupt.
(VI) Adoption of the settlement agreement
According to the relevant provisions of the bankruptcy law, the settlement agreement adopts double majority, that is, it meets the relevant provisions of both the number of creditors and the number of creditors represented.
The voting matters in bankruptcy proceedings are also divided into general matters and special matters. General matters are passed by ordinary resolutions, and special matters are passed by special resolutions. Ordinary resolutions and special resolutions must be passed by more than half of the creditors with voting rights present at the meeting. Ordinary resolutions are passed by claims that account for more than 1/2 of the total unsecured claims; Special resolutions are passed by more than two thirds of the total unsecured claims.
In bankruptcy proceedings, the draft reorganization plan and the settlement agreement can only be passed by special resolution.
(7) Voting method of state-owned property right transfer (Chapter 9)
If the enterprise is a wholly state-owned enterprise, it will be audited by the general manager's office; If it is a wholly state-owned company, it shall be reviewed by the board of directors.
The placement of workers shall be discussed and approved by the workers' congress.
To sum up, I believe that after reading the above contents, we know that the shareholders of a company have the right to vote in the company's business decisions, which effectively protects the interests of shareholders. The company law explains how to exercise the right to vote. Voting rights are generally exercised by shareholders, but some shareholders of companies entrust others to exercise voting rights, as long as they comply with the relevant provisions of the Company Law.