[Case Brief] On October 23, 2015, the third party ABC Company was established. The business period was from October 23, 2015 to October 22, 2065. The registered capital was 1 million yuan. The business scope was sales through the Internet. Legally The representative is Li Shulan,

[Case Brief]

On October 23, 2015, the third party ABC Company was established. The business period was from October 23, 2015 to October 22, 2065. The registered capital was 1 million yuan, and the business scope was sales through the Internet. The legal representative is Li Shulan, etc. On November 8, 2017, a third party formulated the company's articles of association and registered them with the Market Supervision Administration. The main contents stated are: the company's registered capital is 1 million yuan, subscribed by all shareholders registered with the company registration authority. Amount of capital contribution; the name, amount, method and time of capital contribution of the shareholders are: Li Shulan, subscribed capital of 120,000 yuan, accounting for 12% of the registered capital, capital contribution method is currency, paid in full on October 22, 2064; Li Method: subscribed capital of RMB 80,000, accounting for 8% of the registered capital, in the form of currency, paid in full on October 22, 2064; Li Fengfeng, subscribed to contribute RMB 100,000, accounting for 10% of the registered capital, contributed in the form of Currency, fully paid on October 22, 2064; Wang Zhi, subscribed capital of 80,000 yuan, accounting for 8% of the registered capital, in the form of currency, fully paid on October 22, 2064; Zhao Yueyi, subscribed Capital contribution of 80,000 yuan, accounting for 8% of the registered capital, in the form of currency, fully paid on October 22, 2064; AB Enterprise Management Co., Ltd., subscribed capital of 100,000 yuan, accounting for 10% of the registered capital, in the form of capital contribution Currency, fully paid on October 22, 2064; CD Technology Co., Ltd., subscribed capital of 340,000 yuan, accounting for 34% of the registered capital, in the form of currency, fully paid on October 22, 2064; Sun Yiyi, subscribed A capital contribution of 100,000 yuan, accounting for 10% of the registered capital, shall be made in the form of currency, and shall be paid in full on October 22, 2064; shareholders representing more than one-tenth of the voting rights, executive directors, and supervisors propose to convene an extraordinary shareholders' meeting, An extraordinary meeting shall be held; when a shareholders' meeting is convened, all shareholders shall be notified fifteen days before the meeting. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders attending the meeting shall sign (or seal) the minutes; the shareholders' meeting shall make resolutions to amend the company's articles of association, increase or decrease the registered capital, and merge or split the company. Resolutions to dissolve or change the company's form must be passed by shareholders representing more than two-thirds of the voting rights; shareholders can transfer all or part of their equity to each other, etc. On March 6, 2021, a third party convened an extraordinary shareholders' meeting. The topic was to amend Article 10 of the company's articles of association regarding the time for shareholders to contribute capital to . Except for the defendant who did not attend the meeting, all other shareholders attended the meeting. The total number of shares with voting rights accounts for 92% of the company's total shares. It was unanimously approved that the time for investment of 1 million yuan in registered capital shall be based on the proportion of capital contribution subscribed by each shareholder. The time for payment shall be changed from October 22, 2064 to April 15, 2021. Foot, wait. On March 8, 2021, a third party delivered the above-mentioned shareholders’ meeting minutes and shareholders’ meeting resolutions to the defendant by mail, and the defendant signed for them on March 12, 2021. On March 22, 2021, the third party informed the defendant of the above-mentioned shareholders’ meeting resolution by publishing it in EF Metropolis Daily. Later, except for the defendant who failed to pay the capital contribution, the other shareholders have paid the corresponding capital contribution. On May 12, 2021, the third party notified the defendant by publishing a newspaper in EF Metropolis Daily to pay off the above-mentioned capital contribution within three days from the date of publication. On June 26, 2021, a third party convened an extraordinary shareholders' meeting. The topic was that because the defendant Zhao Yueyi, the shareholder, failed to perform his capital contribution obligations and failed to pay despite the company's reminder, it was discussed whether to vote to remove the defendant Zhao Yueyi from his shareholder qualifications. Unless the defendant failed to pay, All other shareholders attended the meeting. The total number of shares with voting rights held by the shareholders present accounted for 92% of the total number of company shares. The defendant Zhao Yueyi was unanimously voted to be removed from his shareholder qualifications. On June 26, 2021, a third party delivered the above-mentioned shareholders’ meeting minutes and shareholders’ meeting resolutions to the defendant by mail, and the defendant signed for them on June 30, 2021. On September 3, 2021, a third party convened an extraordinary shareholders' meeting. The topic was that after the defendant Zhao Yueyi's shareholder qualifications were terminated, the company still had 8% of the registered capital that had not yet contributed equity. The topic was to discuss and vote on whether to invest in the uninvested equity. Reduce capital or make capital contributions from other shareholders and amend Article 10 of the Articles of Association regarding capital contributions from shareholders.The total number of voting shares held by shareholders present accounted for 84% of the company's total shares. It was unanimously voted that the former shareholder, the defendant Zhao Yueyi, subscribed for a capital contribution of 80,000 yuan, and the plaintiff Li Fangfa paid the corresponding capital contribution. In September 2021, Full payment must be made 10 days before; Article 10 of the Articles of Association of the third party company is revised to read: Shareholder 1: Li Fangfa, paid in RMB 160,000, accounting for 16% of the registered capital, etc. On September 4, 2021, a third party prepared a "Letter of Reminder" and informed the defendant: Because you failed to fulfill your capital contribution obligation of 80,000 yuan, two shareholders' meetings were held to make a resolution to remove you from your shareholder qualifications. Your subscribed capital contribution of RMB 80,000 shall be paid by shareholder Li Fangfa. According to the laws and articles of association, you no longer qualify as a shareholder of our company. Please cooperate with our company and Li Fangfa to go to the Quangang District Market Supervision and Administration Bureau to change your shareholder status within ten days from the date of receipt of this reminder letter. Registered as Li method. On September 6, 2021, the plaintiff Li Fangfa paid a capital contribution of 80,000 yuan to a third party. On September 10, 2021, the defendant Zhao Yueyi received the above-mentioned "Letter of Reminder". On October 11, 2021, the plaintiff filed a complaint with this court. During the trial, the third party stated: The defendant has not paid any capital contribution to the third party so far.

[Question] If the shareholder of

fails to fulfill his capital contribution, is it legal for the company to make a delisting resolution through a shareholders' meeting resolution?

[Court's View]

This court believes that Article 17 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (3)": "If a shareholder of a limited liability company fails to perform its capital contribution obligations or withdraws all capital contributions, after If the company calls for payment or return, but fails to pay or return the capital contribution within a reasonable period, the company shall terminate the shareholder's qualifications by resolution of the shareholders' meeting. If the shareholder requests to confirm that the dissolution is invalid, the people's court shall not support it as provided in the preceding paragraph. Under the circumstances specified in the preceding paragraph, the People's Court shall explain when making a judgment that the company shall promptly go through statutory capital reduction procedures or have other shareholders or third parties pay corresponding capital contributions. , the company shall promptly go through the statutory capital reduction procedures or have other shareholders or third parties pay corresponding capital contributions. Before going through statutory capital reduction procedures or other shareholders or third parties making corresponding capital contributions, the company's creditors shall comply with Article 13 of these Provisions. Or if the relevant parties are required to bear corresponding responsibilities in Article 14, the people's court shall support it. "According to the above provisions, the company can terminate a shareholder's qualifications as a shareholder by resolution of the shareholders' meeting, but the following conditions must be met: (1) The shareholder fails to fulfill his capital contribution. obligations or withdraw all capital contributions; (2) the company has fulfilled the preparatory procedures for reminders and given shareholders a reasonable period of time to make amends; (3) the company has made a delisting resolution in the form of a shareholders’ meeting resolution. In this case, the defendant Chen Liuhong failed to fulfill his capital contribution obligations to the third party Freeport Company in accordance with the resolution of the shareholders' meeting. After being notified by the third party, the failure failed. The third party again urged the defendant and gave the defendant a time limit to make up the capital contribution, but the defendant still After failing to pay the capital contribution, the third party Freeport Company made a delisting resolution through a resolution of the shareholders' meeting. This resolution does not violate the provisions of laws and regulations, is legal and valid, and is confirmed by this court. In addition, the third party has decided that another shareholder of the company, the plaintiff Zhang Yunlong, will pay the capital contribution that should have been paid by the defendant, and the plaintiff has actually paid it. Therefore, the plaintiff’s request for the defendant to cooperate with the procedures for registering equity changes in is legally valid. , this court supports it.

(the names in the text are all pseudonyms)

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