Research On Shareholder Voting System In Company Self-liquidation Procedure

According to The Company Law of China,in the self-liquidation procedure of a company,shareholders will adopt the "capital majority" voting method to decide the dissolution of the company.Under the right exercise standard of respecting one share,one right,shareholders can equally exercise their voting rights in the dissolution and liquidation procedure.However "capital majority shareholder vote system" easy the game become the capital strength,to vote in recent years,there are many companies hard constraints,the controlling shareholder in the liquidation by itself,the other shareholders’ inability to stop the controlling shareholder control vote phenomenon reflects some shareholders a vote in the company voluntarily dissolved in the face of the weakness of the "capital majority".Though the company law and the < company law > judicial interpretation(2)"and other relevant provisions of company liquidation procedure itself has carried on the comprehensive rules,but rules focuses on the liquidation of the company’s assets and carrying out activities effectively for the composition of the liquidation team,also lack of its own in the judicial liquidation the strong protection of the shareholder vote,the court also difficult to intervene in company liquidation activities on its own.Existing scholars mostly focus on the composition of the liquidation group and the construction of the liquidation mode,and lack of in-depth research on the company’s self-liquidation procedure and the "capital majority" shareholder voting system,so it is difficult to construct a more perfect shareholder voting system in the company’s self-liquidation procedure.Based on the problem that the shareholder voting system of "capital majority" cannot fully meet the shareholder voting requirements of the company’s self-liquidation procedures,in order to guarantee the fairness and justice of resolutions and balance the interests of all parties,it is necessary to conduct a more in-depth study on the problems exposed by the shareholder voting system and the construction of the shareholder voting system.Attempts to introduce "double majority voting system" shareholder voting system to the company’s own liquidation procedures.In the practice of self-liquidation,the shareholder voting system of "capital majority" weakens the influence of some shareholders on the self-liquidation procedure of the company.At the same time,it is possible for controlling shareholders to abuse the "capital majority" shareholder voting system.The interests of the controlling shareholder in the liquidation procedure are not necessarily the same as those of other relevant interested parties,and the controlling shareholder may influence the normal exercise of voting rights of other shareholders for personal purposes.Under the condition of only "capital majority" shareholder voting system,the company’s self-liquidation process is prone to abuse of "capital majority",and the interests of the company and some shareholders can not be controlled in the abuse of shareholder voting behavior,so it is difficult for the company to continue liquidation activities.The defect of "capital majority" voting system lies in that the power of capital can determine the result of the company’s self-liquidation voting.The development of "capital majority" from "consensus" to "majority" and then to "capital majority",its ultimate goal is to pursue democracy through democratic procedures.However,problems such as the homogeneity of interests between majority and minority may lead to the decision made by "capital majority" shareholder voting system in the company’s self-liquidation procedure,which may lead to voting results biased in favor of controlling shareholders.Shareholder voting system is not the only choice of "capital majority".As a voting system arrangement stipulated in the Enterprise bankruptcy Law,the "double majority voting system" voting system is mostly used in the creditors’ meeting voting in the bankruptcy liquidation procedure of the company,but it is not impossible to introduce it into the self-liquidation procedure of the company.Both of them are based on the resolution theory.The introduction of "double majority voting" voting system has a natural advantage.The introduction of this system will not destroy the stability of the existing company’s self-liquidation procedure.When the will of shareholders is not unified and the liquidation matters are complicated,it is more necessary for shareholders to fully express their will and fully participate in the voting activities.The will of major shareholders or controlling shareholders should also be limited in front of the overall interests of the company to ensure a more fair voting of shareholders.From the perspective of interests balance and complete system,compared to a "double majority vote" vote system "capital majority shareholder vote system have more strict limit,to introduce a" double majority vote "shareholder vote system in a certain extent,can make the decision more reasonable,efficient,fair,to solve the problem of" capital majority shareholder vote system has certain help.It is necessary to introduce "double majority voting" system of shareholder voting and design corresponding restriction rules for it,so that it and "capital majority voting" system of shareholder voting can work together in the process of company self-liquidation.First of all,legislation should clearly stipulate the introduction of "double majority voting system" shareholder voting system,"double majority voting system" shareholder voting system is stricter on the unity of the will of shareholders,shareholders more comprehensive assessment of risk.The application of "double majority voting system" in the practice of company liquidation should be regulated in detail,so as to make it more suitable for the environment of the company’s own liquidation procedures,and allow the company’s articles of association to supplement it.Second,the application of the shareholder vote system also needs to further restrictions on the rules,so the "double majority vote" shareholder vote system should set the rationality of the rules necessary to fix the controlling shareholder voting rights,and will be "faith","business purpose," supplement rules limit,strengthen the responsibility of controlling shareholders,constraint shareholder a vote the performance of the liquidation.Finally,it provides relief channels for shareholders and entrusts relief rights to cooperate with the operation of shareholder voting system and maintain the voting environment.