Protection Of Minority Stockholders In Modification Of Articles Of Incorporation

The amendment of articles is a major adjustment of the interests of the shareholders in expected, It has a significant impact on minority shareholders who are in a weak position. Whether common law or civil law countries the national constitution for the company to modify the protection of small shareholders have a comprehensive legislative provisions and judicial experience, this comparative analysis of foreign legislative and judicial experience, from the physical, procedures and remedies Articles of Incorporation on the proposed ways to modify the restrictions and put forward a sound China-related legislative proposals.This article is divided into five parts.The first chapter is to amend the Articles of Incorporation summary of the basic theory. The author first introduced the system to modify the evolution of the Articles of Incorporation to clarify the law prohibits the company from the amendment of the regulations to limit changes in the company to modify the background, followed by modification of the Articles of Incorporation and Articles of Incorporation amended motivation in the need to protect the interests of minority shareholders were analyzed for Pave the way to start below.The second chapter is an entity from the interests of minority shareholders protection point of view, combined with relevant foreign legislation, amendment of the regulations of the company's basic principles:not absolutely necessary to remove the items recorded; without shareholder approval, may not change the vested rights of shareholders; without Shareholders agree not to set new obligations to shareholders.The third chapter is from the minority shareholders protection of the interests of procedural point of view, combined with relevant foreign legislation, analysis of the basic procedures to modify the Articles of Incorporation and Articles of Incorporation of the States to amend the special provisions on the basis of a comparative analysis to explore the capital Majority of the drawbacks and the current type of voting system problems.Chapterâ…£Protection of Minority Stockholders from the remedies point of view, the request for the right to repurchase shares of dissenting shareholder legal basis for the system were analyzed, and the relevant foreign legislation, research on the dissenting shareholder of our share repurchase claim the Legislation Requirements and problems. Chapter V from the entity, the procedures and remedies were proposed on the amended articles of incorporation in China in the interests of minority shareholders protection legislative proposals. Articles of Incorporation in the physical science items recorded on the type, clearly absolutely essential matters recorded matters relative to the necessary records and any records matters; the procedure for external capital to correct the majority decision of shareholders to improve the classification of the voting mechanism, the computer made for special voting rights The agreement; the remedy, from the main application, scope, procedures, improve the exercise of dissenting shareholder rights system share buyback.