Shareholders shall not directly distribute the company's assets without going through liquidation procedures
Case Description
A company updated its production equipment and obtained a profit of 800000 yuan from the sale of the old equipment. The shareholders A and B of the company subsequently held a shareholders' meeting and made a "resolution of the shareholders' meeting", the main content of which is to distribute the proceeds from the disposal of old equipment of 800000 yuan among shareholders in accordance with the proportion of capital contributions. After that, due to the company's delay in paying Shareholder A the 300000 yuan it should have received pursuant to the Resolution of the Shareholders' Meeting, Shareholder A immediately filed a lawsuit to the court requesting that the company perform the Resolution of the Shareholders' Meeting and pay 300000 yuan to it. So, can shareholder A's petition be supported by the court?
1. The right of shareholders to benefit from assets legally is mainly the right to distribute the company's profits.
Article 4 of the Company Law stipulates that shareholders of a company have the right to income from assets in accordance with the law; Article 34 stipulates that shareholders shall receive dividends in proportion to their actual capital contributions; Article 37 stipulates that one of the powers of the shareholders' meeting is to review and approve the company's profit distribution plan. According to the aforementioned legal provisions, the judicial authorities believe that the right of shareholders to income from assets is the right of shareholders to receive dividends from the company through distribution of company earnings based on their investment shares in the company. During the existence of the company, the shareholders' right to income from assets is mainly the right to distribute the company's profits, so what shareholders can distribute is the company's profits.
2. The company enjoys independent property rights, and during the company's existence, shareholders have no right to directly distribute the company's property.
Article 3 of the Company Law stipulates that a company is an enterprise legal person with independent legal person property and enjoys legal person property rights. Therefore, the company enjoys independent property rights according to law. In view of the fact that during the course of the company's existence, property equivalent to its capital should be maintained to prevent a substantial reduction in the company's capital, maintain the company's solvency, and protect the interests of its creditors, shareholders should not distribute the company's property during the company's existence. "In addition, shareholders' abuse of shareholder rights to distribute the company's assets directly violates the provisions of Article 20, paragraph 1, of the Company Law, which states that shareholders of a company should abide by laws, administrative regulations, and the company's articles of association, exercise shareholder rights in accordance with the law, and may not abuse shareholder rights to harm the interests of the company or other shareholders; and may not abuse the independent status of the company as a legal person and the limited liability of shareholders to harm the interests of the company's creditors.".
3. After going through liquidation procedures according to law, the shareholders may distribute the remaining assets of the company after liquidation.
Article 186 (2) of the Company Law stipulates that the remaining property of a company after paying liquidation expenses, employee salaries, social insurance expenses, and statutory compensation, paying taxes owed, and paying off company debts shall be distributed by limited liability companies in accordance with the proportion of capital contributions made by shareholders, and by joint stock limited companies in accordance with the proportion of shares held by shareholders. Paragraph 3 of this article stipulates that the company's assets shall not be distributed to shareholders until they have been paid off in accordance with the provisions of the preceding paragraph. Accordingly, only after the company's assets have been liquidated through liquidation procedures can shareholders have the right to distribute the remaining assets of the company. Without going through legal liquidation procedures, shareholders cannot directly divide the company's assets in any way.
In this case, the income from the company's external transfer of equipment does not belong to the company's profits, but belongs to the company's property, and the shareholders have no right to distribute it. Shareholder A and Shareholder B distributed the company's assets in the form of a resolution of the shareholders' meeting, which violated the relevant provisions of the Company Law and may harm the legitimate rights and interests of the company and its creditors. Therefore, the court rejected Shareholder A's application.
