The Research Of Legal Issues On The Entrenched Provisions Of Articles Of Association In China

It has been a long time since the capital majority rule was established in the general meeting of shareholders.However,under the capital majority rule,the controlling shareholders of a company frequently infringe on the interests of other non-controlling shareholders,and it even provides a legal cover for major shareholders to infringe on the interests of minority shareholders.How to protect the interests of specific shareholders especially the minority shareholders under the capital majority rule has been a hot topic in the field of corporate law.The existing measures to protect the interests of small and medium-sized shareholders are mainly stipulated in the corporate law.The entrenched provision of articles of association in China use the special setting of the voting requirements of the shareholder's meeting,which makes it more difficult for the shareholders' meeting to pass the resolution,so as to protect the special interests of specific shareholders and small shareholders.The succinct of the entrenched provision is that it exists in the articles of association and is freely agreed by the company's shareholders.Shareholders can satisfy their individual needs through the entrenched provision in the articles of association.The content of this paper begin with the status quo of the entrenched provision of the articles of association in china.Basing on the analysis of judicial practice,the author define the entrenched provisions in China,analyze the status quo of it.At the same time,risks and dilemmas are analyzed,and some suggestions are made for the improvement of the entrenched provision.It is expected that the entrenched provision of the company's articles of association can be more perfect and better play its role in the protection of non-controlling shareholders of the company.The main content of this paper is divided into four parts:The first part of the content is the basic theory of the entrenched provisions of articles of association.The basic theory of the entrenched provision of the articles of association includes the definition of the entrenched provision of the articles of association,and analyzes the functions and characteristics of the entrenched provisions of the articles of association.This part is aim to give a clear and comprehensive concept of the entrenched provisions of articles of association in china.The second part is the analysis of the status quo of the entrenched provisions of the articles of association in China.Firstly,the legislative model and the article system of entrenched provisions are analyzed.On this basis,the current situation of the implementation of entrenched provisions in China is analyzed.According to the summary of judicial cases,the entrenched provisions of China are typedThe third part analyzes the risks and dilemmas of the entrenched provisions of the articles of association.Entrenched provisions may also pose a range of risks while protecting non-controlling shareholders.At the same time,different courts have different attitude on the entrenched provisions of the articles of association.This paper focuses on the provisions of Article 43 of the Company Law in China.In the fourth part,basing on the analysis of entrenched provision of articles of incorporation,the author gives some suggestions on perfecting the entrenched provisions of articles of association in China.The perfection of the entrenched provision of articles of association is mainly from two aspects: legislation and judicature.Legislative measures include refining the relevant provisions of the company law,and explicitly stating the formulation and change of the rules of entrenched provisions,and clarifying the subject of application of the entrenched provisions.In the judicial guarantee,specific recommendations were made mainly about the subject,cause and judicial review rules...