[Case Introduction] The defendant AB Company was established on December 13, 2019, with a registered capital of 1,000,000 yuan. The plaintiff Li Minglan and the defendant Zhao Sihan are shareholders of the defendant AB company. The plaintiff Li Minglan subscribed for a capital co

[Introduction to the case]

The defendant AB company was established on December 13, 2019, with a registered capital of 1,000,000 yuan. The plaintiff Li Minglan and the defendant Zhao Sihan are shareholders of the defendant AB company. The plaintiff Li Minglan subscribed for a capital contribution of 10,000 yuan. The plaintiff Li Minglan claimed that The capital contribution ratio was 1%, the defendant Zhao Sihan subscribed for a capital contribution of 990,000 yuan, and the defendant Zhao Sihan subscribed for a capital contribution ratio of 99%. On January 10 and April 23, 2020, the defendant AB Company changed its business scope twice.

In September 2020, the plaintiff filed a lawsuit in court. The plaintiff submitted a resolution of the shareholder meeting of the defendant AB Company on December 12, 2019. The content of the resolution was to change the business scope of the defendant AB Company. The plaintiff also submitted a shareholder meeting resolution of the defendant AB Company on April 21, 2020, which included changes in the business scope of the defendant AB Company. The plaintiff claimed that it was unaware of the change of business scope of defendant AB Company on April 23, 2020, and that the plaintiff’s signature on the shareholder meeting resolution of defendant AB Company on April 21, 2020 was forged. The plaintiff stated during the trial that its reason for requiring the defendant AB Company to acquire 1% of the plaintiff's shares was that the defendant Zhao Sihan failed to fulfill his shareholder obligations and the defendant Zhao Sihan did not invest funds, which caused the company to cease operations and the plaintiff's shareholders' rights and interests were not protected.

[Question]

The company went out of business because the major shareholder did not invest in it. Can the small shareholder get support when he sues the company to acquire 1% of the shares?

[Court’s View]

This court believes that the defendant AB Company is a limited liability company. Article 74 of the Company Law stipulates that under any of the following circumstances, shareholders who vote against the resolution of the shareholders’ meeting may request the company to Acquire its equity at a reasonable price: (1) The company does not distribute profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this law; (2) The company merges, splits, or transfers the main property; (3) The business period stipulated in the company's articles of association or other reasons for dissolution stipulated in the articles of association occur, and the shareholders' meeting passes a resolution to amend the articles of association to enable the company to survive. In this case, the evidence submitted by the plaintiff cannot prove that its request for the defendant AB Company to acquire the equity held by it complies with the provisions of the Company Law, so this court will not support it.

(the names in the text are all pseudonyms)

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