The Restriction On Voting Rights Of Defective Capital Contributors And The Improvement Of The System

As the most important form of commercial organization,company plays an important role in the development of modern society and the progress of human beings.When the shareholder's capital contribution is defective,it will not only lead to the company's capital cannot be enriched,affecting the normal operation of the company,but also indirectly damage the legitimate rights and interests of creditors.Defective funding has become a major obstacle to the company's operations and development.For the company's good operation and long-term development,it is imperative to limit the shareholders' rights to force the defective shareholders to perform their obligations in a timely manner.Reasonably limiting the voting rights of defective shareholders and clarifying the scope and path of voting rights restrictions have become urgent legal issues.Through statistics on cases involving the limitation of voting rights of defective capital shareholders,we find that judges not only have different opinions on the limitation of voting rights of shareholders in defective capital contributions,but also have different reasons on the basis of the same position.The diversification of refereeing positions in practice highlights the problem,in this paper,the summary and analysis on the referee opinion,it is concluded that the root cause of the " different judgments in the same case " is that the current legal regulations have not clearly stipulated that defective voting shareholder voting rights can be limited,voting rights are one of the most important rights of shareholders,but the existence of legal loopholes leads to inconsistent judgment standards in judicial practice,which indirectly stimulates the occurrence of defective capital contributions.Whether the voting rights of defective shareholders should be limited is the core issue of this paper.This paper discusses the rationality of right limitation from three aspects.First,from the perspective of legal norms,the discussion on the legal attributes of voting rights denies the traditional view that voting rights belong to the joint interest right and the joint right and should not be restricted.At the same time,it is reasonable to limit the voting rights of defective shareholders as required by legal principles.Secondly,it provides reference for the improvement of China's limited power system from the perspective of comparative law through a review of the norms and logic behind extraterritorial legislation.Finally,from the perspective of law and economics,this paper discusses the deep logic behind the acquisition and exercise of shareholders' voting right,and explains the consequences of improper exercise of voting right.Through the above three levels and combined with specific cases,this paper has fully demonstrated the rationality of restricting defective shareholders' voting rights.In this paper,it is considered that the best way to solve the high incidence of " different judgments in the same case " is to perfect the existing norms from the legislative level.First of all,with regard to Article 42 of the Company Law,the legislation should clearly define the “contribution ratio based on subscriptions” to make the voting right clear and clear.At the same time,it can stipulate that the voting right of defective capital shareholders shall be exercised according to the proportion of paidin capital contribution,which solves the problem of whether the voting right of defective capital shareholders can be restricted.In addition,Article 16 of the Interpretation of the Company Law(3)should make it clear that voting rights can be restricted,and at the same time,the company's articles of association and the shareholders' meeting resolution system must be abolished.This can further clarify the basis for voting rights restrictions,eliminate ambiguities,benefit the judicial organs and protection for related subjects.