The Vote Right Of Limited Shareholders

Famous Law experts in the US Easterbrook and Fischel once said:”If limited company is the most significant characteristic of Corporate Law, the shareholder voting system is the second significant.” From this we can see the important status of shareholder voting system in the Corporate Law. It is a basic right of shareholders. Since property right of shareholders and legal person are separated from each other, shareholder voting system connects the ownership and control over the company and secures the shareholder’s benefit.Although shareholder voting system is important in securing their rights, it is neglected in theory studies and practice. Current text books or studies seldom mention shareholder voting system, especially shareholder voting system in limited company.In2005we revised our Corporate Law in a all‐round way, representing the great progress we made in building our legal system in terms of Corporate Law. However, at the same time, we have to realize that we are facing new situations and new problems too.This dissertation analyzes and researches on the practice and theory of shareholder voting system in limited companies in China. It points out the existing problems in current situation and practice and provides suggestions on how to solve the problems. In addition to introduction and conclusion, the dissertation consists three parts.Part1: Briefing basic theories on shareholder voting system, including the concept, nature and value. It is actually a civil right, intrinsic weight and shareholders’ right to get involved in the management and operation of the business.Part2, Discussion on the methods and principles of shareholder voting. It should adopt a dualization way. That is to say, both the principle of ratio of investment and “one man one vote” should be adopted. The suggestions on how exceptional requirements should be made in the articles of limited company so that the shareholders could operating the voting right based on their actual ratio of investments.Part3. Discussion on the legal outcome and reimbursement of shareholder voting system. It’s mainly about the scope, outcome, effect as well as the reimbursement when the right is infringed which include legal action to revoke resolutions of shareholder meeting, to dissolve the company or to claim damages. At the same time, I provide the suggestions on how to perfect the system of shareholder’s quitting.