对股东表决权的反思与规制——以资本认缴制改革为背景

Reflection and Regulation of Shareholders’ Voting Rights: Based on the Reform of the Capital Subscription System

我国《公司法》经过几次大幅度修改,在制度层面的设计愈加规范。但在最新修订的《公司法》条文中,规定公司设立时股东可以认缴出资,给股东行使表决权造成一定困难,影响了认缴制的进一步推进。股东在资本认缴制下行使表决权,应把资本认缴制下未实际出资的各种情况加以区分讨论,以完善认缴制并推进认缴制的良性运转。

China’s Company Law has been greatly revised several times,and the design of the company law has become more and more standardized at the institutional level.In the newly revised Company Law,it is stipulated that shareholders can subscribe their capital contribution when the company is established,which makes it difficult for shareholders to exercise their voting rights and affects the further promotion of the subscription system.In order to improve and promote the sound operation of the capital subscription system,it is necessary to distinguish and discuss all kinds of situations in which the shareholders exercise their voting rights under the capital subscription system.