Dispute over the removal of a shareholder from an advertising company in Xiamen

Case Summary

Plaintiff: Xiamen [Company Name] Advertising Co., Ltd. (registered capital: 200 million RMB). Shareholders Wang and Chen subscribed to capital contributions of 120 million RMB and 80 million RMB, respectively, with an agreed contribution deadline of 2023 years 12 months 31 days per the articles of association. After the deadline expired, shareholder Chen contributed only 20 million RMB, leaving 60 million RMB unpaid. The company issued multiple written notices demanding that Chen fulfill his full capital contribution obligation within a reasonable time; Chen refused all requests and declined to negotiate any resolution. In 2024 year 6 month, the company convened a shareholders' meeting. A resolution was passed by shareholders holding more than two-thirds of the voting rights to terminate Chen's shareholder status. The 20 million RMB already contributed by Chen will be refunded based on the company's net asset value. Upon learning of this resolution, Chen filed a lawsuit claiming the resolution was invalid and sought its revocation. The company, as defendant, filed a counterclaim requesting confirmation that the shareholders' resolution is valid.

Key Dispute

1.Did shareholder Chen fail to fulfill capital contribution obligations and continue to refuse after being urged by the company?

2.Does the resolution to expel a member, adopted by the company's shareholders' meeting, comply with legal requirements regarding procedure and content?

3.Is the shareholders' meeting resolution legal and valid?

Case Strategy

1.Fixed articles of association, shareholder capital contribution agreement, Chen's capital contribution voucher, company's demand notice, shareholders' meeting notice, shareholders' meeting resolution, and communication records between both parties as core evidence.

2.Produce evidence that shareholder Chen failed to make full capital contributions as stipulated in the company's articles of association, leaving 60 million yuan unpaid. Despite multiple written demands from the company, Chen failed to fulfill the capital contribution obligation within a reasonable period, meeting the statutory conditions for shareholder disqualification under the Company Law and relevant judicial interpretations.

3.Certifies that the shareholders' meeting was convened with at least 15 days' prior notice to all shareholders, and that the resolutions were passed by shareholders representing two-thirds or more of the voting rights. The convening procedure, voting method, and content of the resolutions comply with applicable laws and the company's articles of association.

4.The evidence demonstrates that the shareholders' resolution, which provides for the return of C's 20 million yuan contribution (calculated based on the company's net asset value), safeguards C's lawful property rights and ensures the fairness and reasonableness of the resolution's content.

Processing Result

The court ruled to dismiss the plaintiff Chen's claims and confirmed that the resolution passed at the shareholders' meeting held by Defendant Xiamen [Ad] Co., Ltd. in 2024 year, 6 month to terminate shareholder Chen's equity is legal and valid; the plaintiff Chen shall bear all litigation costs for this case.

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