The Distribution Of The Stockholders’ Voting Rights Under The Subscribed System

Marx once pointed out that “the legal person system is the dawn of the times and its great meaning is nothing less than the revolution of steam engine which is invented in the European industrial revolution”. According to China industry and Commerce Bureau, our country has 18.7149 million registered enterprises, and the registered capital is about 129.81 trillion yuan until February 2015. The company, as the representative of the legal person enterprise, plays an important role in the development of social and economic. At the beginning of this kind of organization,its internal structure and way of interest allocation has already determines the timeless topic of the shareholders is compete for corporate power. When investment is ensure and unable to change, the shareholders will inevitably look to the right to vote, since then, voting has become one of the most important rights of the shareholders. The study of shareholders’ voting rights system has play an unusual role on protecting the lawful rights and shareholders’ interests, keeping the company’s operations and to helping maintain the stability of economic and social.In 2013 the registered capital system of company law had turned to the fully subscription capital system, which gives a new research significance of shareholders’ voting rights. This article has researched from the practice and theory, combine with the last 13 years regulations of company law, introduce some problems that the current company law and legal interpretation unsolved, and proposed to put forward my own opinions.This article focusing attention on two questions of shareholder voting rights, not pursuit the comprehensive and systemic of the issue.The chapter has four body parts:First chapter is the shareholders’ voting rights system and the overview of Subscription system, this chapter will be divided into two parts, though respectively analyze of the two system,let people have a deeper understanding of them, which can lay the foundation for more discussion.The second chapter is analysis the present situation about shareholders’ voting rights system, then put forward some existing problems and the insufficiency about voting system. In order to better understanding, this article, intuitively pointed out three insufficient through the specific figures.The third chapter is calculation of shareholder voting rights in the period of subscribed. Voting right is the basic right of shareholders. In order to better analysis whether the shareholder have full voting rights, first of all, it should be pointed out that under the subscription period whether the subscribes have the shareholder qualification,thus can reach the conclusion that shareholding right should be calculated in accordance with the amount of payment.The fourth chapter is the handle of a series of problems that exceed the limited time. Even if it exceeds the time limit, the qualification of shareholders is not elimination. But for the sake of justice and the protection of other shareholders and creditors, it should be restrict the unpaid one’s voting rights,their voting rights should according to the actually paid amount rather than according to the subscribed amount. In addition this article also puts forward the corresponding recovery after the limit and problem of retrospective during the restricted period.