Dispute over the validity of a shareholders' resolution at an advertising company in Fujian

Case Summary

Plaintiff Chen is a shareholder of Defendant Fujian [Advertising] Co., Ltd., holding 25% of the shares. In 2024, Defendant convened a shareholders' meeting without providing Plaintiff with at least 15 days' prior notice. The meeting adopted resolutions to amend the articles of association, increase capital and expand shareholding, and elect new directors and supervisors. Plaintiff did not attend the meeting or vote on any resolutions. Upon learning of this, Plaintiff filed suit arguing that the convening procedures and voting methods of the meeting seriously violated the Company Law and the company's articles of association, and sought to revoke all resolutions passed at the meeting.

Key Dispute

1.Does the convening procedure of this shareholders' meeting comply with applicable laws and the company's articles of association?

2.Does the voting method of the shareholders' meeting resolution comply with legal requirements?

3.Does the plaintiff's request to revoke the shareholders' meeting resolution comply with legal provisions?

Case Strategy

1.Fixed company registration information, shareholder identification of the plaintiff, articles of association, notice of shareholders' meeting, resolutions from shareholders' meeting, and core evidence such as communication records between both parties.

2.The plaintiff submits evidence proving that the Company Law and the company's articles of association clearly stipulate that shareholders must be notified at least 15 days prior to a shareholders' meeting. This meeting was held without notifying the plaintiff 15 days in advance, constituting a serious violation of both legal requirements and the company's articles of association regarding meeting convening procedures.

3.Demonstrate that the plaintiff, as a shareholder holding 25% of the equity, did not attend this shareholders' meeting or vote on the resolution matters, and that the voting procedure for the shareholders' resolution does not comply with legal requirements.

4.The evidence demonstrates that the multiple resolutions adopted at this shareholders' meeting involve major matters requiring approval by shareholders representing more than two-thirds of voting rights. Consequently, even without the plaintiff's participation in the vote, the voting results do not comply with legal requirements.

Processing Result

The court ruled to revoke all resolutions made at the shareholders' meeting held by Defendant Fujian [0] Advertising Co., Ltd. in 10 of 2024, and ordered the defendant to bear all litigation costs.

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