Research On Shareholders’ Voting Rights Arrangement Under Capital Subscription System

Voting right is at the core of shareholders’ rights.It is an important means for shareholders to control the company and also a guarantee for shareholders to exercise other equity rights.First of all,shareholders express their opinions in the process of corporate governance through voting rights,participate in the company’s operation,and prevent the company from leaving its control.Secondly,the enjoyment of other rights of shareholders depends on voting rights to a great extent.Only by actually enjoying and exercising voting rights can other equity rights,such as the right to request for profit distribution,be guaranteed.Capital recognition system is an important part of the revision of the Company Law in 2013.Its purpose is to relax the control of corporate capital,expand the freedom of corporate capital,reduce the financial pressure on investors,lower the threshold of corporate establishment and stimulate market vitality.Therefore,whether the voting rights of shareholders can be reasonably arranged under the capital recognition system is of great significance for protecting shareholders’ rights,promoting the development of the company,and even playing a positive role in the capital recognition system.Under the capital subscription system,the situation of shareholders subscribing but not actually paying their capital contribution has become the norm,and the Company Law has abolished the restrictions on the amount and duration of subscribed capital contribution.As a result,the conflict of interests between paid-in shareholders and shareholders subscribing but not actually paying their capital contribution has become more intense.On the issue of the arrangement of shareholders’ voting rights,that is,whether the shareholders who have subscribed but have not paid their capital contributions enjoy voting rights? On this issue,Article 42 of the Company Law does not specify whether shareholders exercise voting rights according to the proportion of paid-in capital contribution or the proportion of subscribed capital contribution.There are also different judgments in judicial practice.Disputes over voting rights arrangements among shareholders seriously affect the stability of the company,are not conducive to the protection of shareholders’ rights,and even restrict the value of the subscribed capital system.By analyzing the existing academic theories on the basis of voting rights distribution,namely,the merits and demerits of the theory of actual contribution,the theory of subscription and the theory of compromise,and by analyzing the opinions of judges and the basis of judgment in relevant judicial cases,it can be seen that it is more reasonable to exercise voting rights according to the proportion of subscribed capital contribution.The exercise of voting rights according to the proportion of subscribed capital contributions is also in line with the theory of the consistency of shareholders’ rights and obligations,taking into account the value function of voting rights and the institutional significance of capital subscription system.According to the rules on voting rights arrangement of shareholders in countries with different corporate capital systems abroad,two aspects should be taken into consideration to solve the conflict of voting rights arrangement of shareholders.First,for shareholders who have not paid their capital contributions in the subscription period,they should strengthen the autonomy of the company and give full play to the role of the articles of association in arranging the exercise of voting rights while recognizing their voting rights in principle through legislation.The second is to restrict the voting rights of Defective capital contribution shareholders who have not contributed their capital beyond the deadline through legislation,strengthen the autonomy of the company,and restrict them through the articles of association and resolutions of the shareholders’ meeting.At the same time,we should perfect Shareholder delisting system and give full play to Shareholder delisting system’s role in restricting the voting rights of Defective capital contribution shareholders.