Shanghai Financial Court Review: unpaid contribution and dividend rights

Reference Case: Unpaid Contribution, Termination of Shareholder Status, and Dividend Rights on Execution Review

Where the charter provides that dividends are distributed according to paid-in contributions, a registered shareholder who has not actually paid in capital does not enjoy a dividend claim despite nominal shareholding. In external relations, however, if the shares were already frozen by a court and the internal resolution terminating shareholder status was adopted only afterward without completion of registration change, that internal resolution cannot automatically defeat the interests protected in the execution process.

Holding

Where the charter provides that dividends are distributed according to paid-in contributions, a registered shareholder who has not actually paid in capital does not enjoy a dividend claim despite nominal shareholding. In external relations, however, if the shares were already frozen by a court and the internal resolution terminating shareholder status was adopted only afterward without completion of registration change, that internal resolution cannot automatically defeat the interests protected in the execution process.

Issues

dividends by paid-in ratiodividend entitlement of an unpaid-contribution shareholderinternal termination of shareholder status versus external registration effect