legal bridge user Xin anfeng consulting: our company is a limited liability company, with 5 shareholders, and the resolution of the shareholders' meeting must be passed by 4/5 or more shareholders. Now we have a problem: the resolution made by the shareholders' meeting was voted and signed by five shareholders, but 1 shareholders had different opinions. During the implementation of the resolution, that shareholder just did not implement the resolution of the shareholders' meeting. In view of this situation, what way should the company take to solve it? I don't know if I have made my meaning clear. If there is anything else I need to provide, I can add it. Lawyer of Guangzhou Simba's brother replied: It depends on the content of the resolution. If the content does not involve him personally, the chairman (or manager) or legal representative of the company can implement it. If it involves him personally and he doesn't implement it, if there is a shareholder agreement, see if there is any agreed liability for breach of contract in the agreement, and if there is, he can be held accountable for breach of contract; Or whether the articles of association stipulate the liability for breach of contract; Finally, if he doesn't perform and causes losses to the company, he can be required to bear the liability for compensation to the company. Xin 'anfeng's further consultation: I would like to add that the contents of the resolution are reasonable and legal, mainly for the needs of the company's production and operation. Each shareholder temporarily lends the company working capital according to the proportion of their respective shares, and all other shareholders have invested in the capital on time. He was repeatedly urged by the company, but he refused to do so, which affected the normal operation of the company. I have checked all kinds of articles of association and company law, and none of them involve the handling of shareholders' failure to implement the resolutions of the shareholders' meeting. If every shareholder refuses to carry out the resolution of the shareholders' meeting for the sake of failing to achieve his personal purpose, how can the company ensure its operation and survival? Besides, how to evaluate the losses caused by his failure to implement the resolution? How can we ask him to compensate the company? How to grasp the amount of compensation? Lawyer Guangzhou Simba answered again: First of all, it depends on whether the resolution of the shareholders' meeting is "reasonable and legal". This case involves whether the shareholders' meeting has the authority to make a resolution on "each shareholder temporarily lends the company working capital according to the proportion of their respective shares". The authority of the shareholders' meeting is legal, and the scope of its authority is stipulated in Article 38 of the Company Law and the Articles of Association. From the provisions of the Company Law, it can be seen that the shareholders' meeting is the authority of the company. The scope of its authority is to determine the internal affairs of the company. As for whether shareholders are willing to temporarily lend the company working capital according to the proportion of their shares, it is a matter for shareholders to decide. Unless there is an agreement in the articles of association, the shareholders' meeting has no right to make a resolution on this. To solve the above problem of "each shareholder temporarily lends the working capital of the company according to the proportion of the shares held by each shareholder", capital increase can be considered: the shareholders' meeting of the company will make a new resolution to increase the registered capital of the company, and each shareholder will increase the capital contribution according to the proportion of the shares. At the same time, it is stipulated that if a shareholder is unwilling to increase the capital contribution, his share can be subscribed by other shareholders in proportion. At this time, if the shareholder is unwilling to increase his capital contribution, his shareholding ratio in the company will be reduced. (Of course, the loan relationship is totally different from increasing the registered capital of the company. ) Xin 'anfeng Re-consultation: According to what you said, except for the capital contribution, that shareholder has difficulties in the company's liquidity, and it is difficult to ensure the normal operation of the company. Then every shareholder can ignore it and let the company live or die? This is a problem, and we should pay attention to it. This shows that a shareholder can ignore the risk of his own personal investment and sacrifice his own interests, dragging all the investments of other shareholders to death, which is a vicious idea. Because of the five shareholders, two shareholders are very powerful, one of them has hundreds of millions of assets, and the old employees have millions of assets, and three shareholders are working-class, but now these three shareholders hold 52% of the shares, and those two shareholders hold 48% of the shares. Those two shareholders just want to change the shares of the other three into a fraction until they can be ignored, and become the absolute holding of the two of them, which is entirely up to them. I think this is a malicious act. Is there any way to stop them from doing so? Now, according to the opinions of the two of them, the company is expanding its production with an investment exceeding five times the registered capital of the company, which has caused the company's working capital to be ineffective. One of them deliberately refused to lend money to the company, using this method to force these three shareholders to give up their rights and interests. What kind of behavior is this? Is this behavior legal or reasonable? Is there any way to stop their malicious behavior? Sincerely hope which expert can help, and now the company has reached a critical juncture. Thank you in advance. Lawyer Simba of Guangzhou answered again: 1. As the authority of the shareholders' meeting of the company is legal, the limit of its authority is stipulated by the company law. As for the loan relationship between shareholders and the company, it is a contractual relationship, which can be solved by both parties through consultation, and cannot be determined by the resolution of the shareholders' meeting. As long as both parties fail to reach an agreement through consultation, a contract cannot be reached, and shareholders have no obligation to borrow. The company itself is a mixture of "capital cooperation" and "human cooperation". If shareholders are at odds or a shareholder prefers to fail in investment, the company's operation will be affected. Such a problem is also difficult for the law to solve. 2. In order to increase the registered capital of the company, the law requires the consent of shareholders with more than 2/3 voting rights; The company's "expanding production with investment exceeding 5 times of the company's registered capital" belongs to the company's business strategy, and such measures require the consent of shareholders with more than 51% equity. Shareholder can protect their rights from procedure. Xin 'anfeng Re-consultation: In your opinion, then this company has no other solution but such dry consumption? For the company to borrow money from shareholders, it was agreed through the shareholders' meeting, but when it was actually implemented, that shareholder refused to lend it to the company. It is obvious that the shareholders are not in harmony now. That shareholder neither transfers shares nor undertakes the obligations he should bear. Then when the company is profitable, he will still have to pay dividends in proportion. Which law is this? Regarding the increase of registered capital, this can definitely be done in accordance with the company's articles of association, and they cannot expand their shares at will. If the company is profitable, what reasonable and legal way can it treat shareholders who do not implement the resolutions of the shareholders' meeting?