Research On The Limitation Of Voting Rights Of Shareholders’ Defective Capital Contribution

Article 42 of the Company Law fails to provide clear guidance on the exercise rules of voting rights for shareholders with defective capital contributions under the subscription system.The legal expression of "equal shareholders’ rights" in Article 16 of the judicial interpretation Ⅲ of the Company Law makes whether the voting rights can be restricted become a major controversy in this provision.There are significant differences in the reasons,basis,and results of judgments among courts at all levels when trying related cases.The revised draft of the Company Law adopts the system of loss of power to supplement and improve relevant institutional rules,but there are still a series of problems such as mismatch with the company’s capital system,lack of distinction between relevant concepts,and poor operation of the system itself.The academic community has proposed different views on the legal basis of the limitation of voting rights for shareholders with defective capital contributions.Among them,the inherent rights and common interests of voting rights have inherent defects due to unclear classification basis,and the corresponding principle of residual claim rights and residual control rights has not been able to deeply explain the transmission mechanism of the impact between shareholders with defective capital contributions and the exercise of voting rights.From the perspective of contract law,defective shareholder contributions mean improper performance by the contracting party.Only by taking the control attribute of voting rights as a breakthrough can the company’s defense be strengthened and an equal confrontation between defective shareholder contributions and the company be formed.In terms of specific institutional construction,the limitation of voting rights for defective investment shareholders should not be limited by a single right as the ultimate goal.On the basis of drawing inspiration from the system of loss of power in foreign countries,the rules for exercising the rights of defective investment shareholders in China should be integrated.Firstly,the characteristics of China’s capital subscription system should be fully combined,and China’s voting rights limitation system should be retained.Secondly,distinguish and construct China’s voting rights restriction system,loss of rights system,and delisting system based on the degree of defective investment.Finally,at the level of specific application rules,attention should be paid to the construction of various auxiliary systems such as the effective making of shareholder meeting resolutions,avoidance of voting by defective shareholders,capital call obligations of directors,and relief for defective shareholders.