About Company's Capital Majority Decision

In this thesis, the main line is capital's majority vote, referring to the general inspection of voting system for companies, the value of company's majority decision, the specific forms of company's majority decision and amendment and improvement of company's majority decision. The article focuses on the company system and cooperatives, shareholders of the general assembly and the board of directors, the conditional major number of people's vote in the Co., Ltd. And make comparison of the above discussion. The capital majority decision is an important principal and also a fatal breach of company system's research.Firstly, why are the shareholders not others have the rights to vote. That's referring to the attribution of voting. The shareholders have the rights to vote, other participants don't have the same rights. That's because of their different status and legal attributes. The voting rules experienced a process from unanimous agreement to major decision. It is determined from the logic of group behavior. The company as corporation aggregate, follows group means and methods of decision rules-- majority decision."One share one vote"is the basic of majority decision generation. Share is the basic unit of the stock company, and by this calculation the number of voting rights held by each shareholder.Secondly, by the comparative study of voting system, demonstrate the value of capital majority decision. This paper attempts to discuss the three cases by the number of decision, drawing a conclusion that capital majority decision is the real democratic system in the stock company. First of all, describes the voting rule the cooperatives adopt and why they resort to number of people's vote. And then, discuss the board voting rules. Thirdly, consider the provisions of section 43 of Companies Act. Our country's Company Law allows the Co., Ltd to adopt number of people's vote by articles of association about ordinary resolution, including external transfer of shares in Co., Ltd.Thirdly, capital majority decision has three kinds of specific forms: ordinary resolution, special resolution and the resolution which all shareholders need to agree to. Foreign company law stipulate the resolution which all shareholders need to agree to, while our country not.At last, the principle capital majority decision is just an institutional arrangement, not an orient rule. In practice, quite frequently appears the phenomenon that the dominant stockholders abuse capital majority decision. Therefore, from the start of China's current provisions of the Company Law, analyze the existing supporting systems and it possess significant practical significance by giving advice about abusing capital majority decision.