Haidian Model Case: contribution deadlines and majority rule

Reference Case: Jia v. a Technology Company, Fei Mou, and Wang Mou

A decision to shorten shareholders' subscribed capital deadlines, even when framed as a charter amendment, directly affects each shareholder's deadline benefit and core shareholder rights rather than ordinary management matters. If controlling shareholders use a capital-majority vote to accelerate another shareholder's contribution deadline without notice or consent, that vote can amount to abuse of shareholder rights and the resolution may be declared invalid.

Holding

A decision to shorten shareholders' subscribed capital deadlines, even when framed as a charter amendment, directly affects each shareholder's deadline benefit and core shareholder rights rather than ordinary management matters. If controlling shareholders use a capital-majority vote to accelerate another shareholder's contribution deadline without notice or consent, that vote can amount to abuse of shareholder rights and the resolution may be declared invalid.

Issues

benefit of the contribution deadlinelimits of capital-majority rulecharter amendment and unanimous shareholder consent