Legal basis: Article 42 of the Company Law of People's Republic of China (PRC).
At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association.
Article 43 of the Company Law of People's Republic of China (PRC)
The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
How is the company divided when the partners break up?
1. A citizen who provides funds or objects according to the agreement and agrees to participate in the income distribution of the partnership, but does not participate in the partnership operation or labor, or provides technical services without providing funds or objects, but agrees to participate in the income distribution, is regarded as a partner;
2. All partners shall be jointly and severally liable for the losses of the partnership; Internally, it shall be shared according to the debt or investment proportion agreed in the agreement. If the agreement does not stipulate the proportion of debt or capital contribution, it can be shared according to the agreed or actual proportion of surplus distribution. However, the partners who are at fault for the losses caused by the operation of the partnership shall bear more responsibilities according to the degree of their fault;
3. Partners who only provide technical services without providing funds or objects shall also be jointly and severally liable for the losses caused by the partnership; Internally, it shall be borne in accordance with the proportion of debts agreed in the agreement or the proportion of investment in technical service discount; If the agreement does not stipulate the proportion of debt or capital contribution, it can be borne according to the agreed proportion or the proportion of the actual distribution of surplus by the partners; If there is no residual distribution ratio, it shall be borne according to the average contribution ratio of other partners;
4. Individual partnerships or individual industrial and commercial households, although wrongly registered as collective-owned enterprises by the administrative department for industry and commerce, are actually individual full partnerships or individual industrial and commercial households, and should be treated as individual partnerships or individual industrial and commercial households;
5. If there is no written partnership agreement between the parties, but there are other conditions for partnership, and there are more than two oral partnership agreements without interested parties or other evidence, it can be considered as a partnership;
6 in the process of partnership, if there is an agreement in the written agreement, it shall be handled according to the agreement; If there is no agreement in the written agreement, it must be agreed by all partners; Without the unanimous consent of all partners, it shall be deemed invalid;
7. If a partner withdraws from the partnership, it shall be handled in accordance with the written agreement; If there is no agreement in the written agreement, it should be allowed in principle. If his withdrawal causes losses to other partners, he shall consider the reasons and reasons for his withdrawal and the fault of both parties to determine that he should;
8. If the partnership suffers losses during its existence and the partners fail to share the debts of the partnership in accordance with the agreement or reasonably when withdrawing from the partnership, the withdrawing partner shall be liable for the debts of the original partnership; If the quitter has shared the debts of the partnership, he shall still be jointly and severally liable for the debts that the partnership property is insufficient to pay off when he quits the partnership;
9. The partnership property divided when the partners quit the partnership includes the property invested and accumulated during the partnership, as well as the creditor's rights and debts during the partnership. In principle, the original things that have been occupied should be returned when they exit; If it is difficult to retreat at one time, it can be retired in batches; If it is really difficult to return the original, you can get a discount;
10. When the partnership terminates, if there is a written agreement, it shall be handled in accordance with the agreement; If there is no written agreement and negotiation fails, if the capital contributions of the partners are equal, the opinions of the majority shall be considered as appropriate; Where the capital contributions of the partners are different, it shall be handled according to the opinions of the partners whose capital contributions account for more than the total property of the partnership, but the interests of other partners shall be protected;
1 1. If the partners collude with each other to evade the debts of the partnership, they shall be ordered to bear the responsibility for repayment;
12. If a partner contributes with personal property, it shall be borne with the personal property of the partner; Partners shall contribute with the property owned by their families and undertake with the property owned by their families; If a partner contributes with personal property, and the remaining distribution income of the partnership enterprise is used for the life of its family members, it shall be borne by the partner's personal property first, and the insufficient part shall be borne by the partner's family property;
13. A relationship should have a happy ending when it breaks up.