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Does the registration of Dalian Company tell you the oral agreement really reliable?How to determine the shareholding ratio, dividend ratio and voting proportion of the company

2021-09-02

How to divide the proportion of company shares?Is verbal agreement valid?What should be done if something happens?Today, I will give you an analysis of the company's shareholding ratio.


[case facts]

Wang and Li plan to jointly establish a limited liability company, and the registered capital is tentatively set at 1 million yuan.Wang contributed 900000 yuan in cash and Li contributed 100000 yuan in cash.Because Li master the key technology, although the investment is low, but hope to enjoy 40% of the dividend right, Wang has no objection.Wang is good at management and hopes to exercise voting rights according to the proportion of investment, and Li has no objection.The above agreement is only oral negotiation between the two parties, which is not reflected in the articles of association.Afterwards, both parties employ an agency to complete the establishment of the company.


The company was set up that year profit, dividends, Wang only gave Li a 10% bonus.Li raised an objection, but Wang did not recognize the oral agreement at that time.

[existing risks]

Li asked for 40% dividend on the ground of oral agreement, but it was difficult to get the court's approval because he could not provide specific evidence.


There is no written evidence to support, which brings significant risks to Li's personal interests.

[Planning Method]

Article 35 of the company law of the people's Republic of China stipulates: shareholders (1) Dividends shall be distributed according to the proportion of capital contribution actually paid;When the company increases its capital, shareholders (2) Have the priority to subscribe for capital contribution according to the proportion of capital contribution actually paid.However, it is excepted that all shareholders agree not to distribute dividends in accordance with the proportion of their capital contributions or to give priority to their capital contributions in accordance with the proportion of their capital contributions.


Article 43 of the company law of the people's Republic of China stipulates that shareholders shall exercise their voting rights in accordance with the proportion of their capital contribution at the shareholders' meeting;However, unless otherwise stipulated in the articles of association.


It is suggested that Mr. Li and Mr. Wang should negotiate and clearly stipulate their respective dividend ratio and voting right proportion in the articles of association in accordance with the provisions of the company law, and put the revised articles of association on record in the competent industrial and commercial department.


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