All shareholders need to sign. Show the articles of association. If there are no special provisions in the articles of association, all shareholders need to sign.
Legal analysis
Generally, a joint stock limited company needs the signature of shareholders to lend to a bank, but sometimes it does not necessarily need the consent of all shareholders to lend. The specific circumstances shall be determined according to the provisions of the articles of association. If the articles of association stipulate that more than a few percent of shareholders can sign, it can be implemented in accordance with the articles of association, and all shareholders do not need to sign. The resolution of the shareholders' meeting refers to the resolution of the shareholders' meeting of a limited liability company on the matters discussed according to its functions and powers. Under normal circumstances, when making a resolution at the shareholders' meeting, the principle of "capital majority decision" is adopted, that is, shareholders exercise their voting rights in proportion to their capital contribution. However, when making a resolution on the transfer of capital contribution by shareholders to persons other than shareholders, it must be agreed by more than half of all shareholders. This shows that the limited liability company has both the nature of "human cooperation" and "capital cooperation". According to the national policy, banks lend money to people in need at a certain interest rate and return it within a specified time. The mortgage loan amount is determined by the shareholders' meeting, the board of directors or the management respectively, and by the articles of association. Please refer to the articles of association. Second, if the major shareholder actually damages the interests of other shareholders by using the control right, other shareholders have the right to demand cancellation of the behavior or demand compensation from the major shareholder according to the specific circumstances.
legal ground
Company Law of the People's Republic of China
Article 36 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 37 The shareholders' meeting shall exercise the following functions and powers: (1) To decide on the company's business policy and investment plan; (2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors; (3) Examining and approving the report of the board of directors; (4) Examining and approving the reports of the board of supervisors or supervisors; (5) To examine and approve the annual financial budget plan and final accounts plan of the company; (VI) To examine and approve the company's profit distribution plan and loss recovery plan; (7) To make resolutions on the increase or decrease of the registered capital of the company; (8) To make resolutions on the issuance of corporate bonds. (9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (10) Amending the Articles of Association. (eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Is it illegal for commercial banks to issue equity investment loans?
It is illegal for commercial banks to issue equity investment loans, and working capital loans shall not be used for equity investment.
The "Three Measures and One Guidance" of the Banking Regulatory Bureau clearly points out that "working capital loans shall not be used for fixed assets, equity and other investments, and shall not be used for fields and uses prohibited by the state".
Shareholders can apply for working capital loans or loans needed by the company's business.
This must be after the establishment of the company, and it must also be used for company management, not equity investment. So it is not allowed.
Reasons why working capital loans shall not be used for equity investment:
Following the Interim Measures for the Management of Fixed Assets Loans and the Guidelines for Project Financing, at the beginning of the Year of the Tiger, the CBRC issued the Interim Measures for the Management of Personal Loans.
And the Interim Measures for the Management of Working Capital Loans (hereinafter referred to as the Working Capital Loans Measures).
So far, the legal framework for the loan business of China's banking financial institutions has been formed, and the implementation of "three methods and one guideline" will become one of the key tasks promoted by the CBRC this year.
Working capital loans are mainly used for the daily production and operation turnover of borrowers.
The Working Capital Loan Measures clearly stipulates that working capital loans shall not be used for investments such as fixed assets and equity. , shall not be used in areas and uses where production and operation are prohibited by the state.
The working capital loan shall not be misappropriated, and the lender shall inspect and supervise the use of the working capital loan as stipulated in the contract.
In order to prevent excessive credit granting and eliminate the hidden danger of misappropriating loan funds, the "Liquidity Loan Measures" requires lenders to take into account economic operation, industry development law and effective credit demand of borrowers.
Reasonable determination of internal performance appraisal indicators, unreasonable loan scale indicators, vicious competition and surprise lending are not allowed.
The Law of Liquidity Loan requires that the lender should reasonably set the business variety and term of liquidity loan according to the scale and cycle characteristics of the borrower's production and operation, so as to meet the capital demand of the borrower's production and operation and realize effective control over the withdrawal of loan funds.
For related customers of the Group, consolidated statements can be used to estimate the amount of working capital loans. In principle, the total amount of working capital loans of member enterprises included in the consolidated statements cannot exceed the expected value.
Used for small business financing, order financing, prepaid rent or temporary large debt financing. On the basis of the authenticity of the transaction, the amount of working capital can be determined according to the actual transaction demand, while ensuring effective control over the use and payment.
For seasonal production borrowers, the liquidity demand can be estimated according to the annual continuous production period, and the loan term can be reasonably determined according to the payment period.
The Working Capital Loan Measures stipulates that the working capital loan issued when the borrower has newly established a credit business relationship and the borrower's credit status is general, the payment object is clear and the single payment amount is large shall, in principle, be entrusted by the lender.
Requiring the implementation of the loan face-to-face signing system is the highlight of the "Personal Loan Measures".
According to reports, the "Personal Loan Measures" require lenders to establish and strictly implement the loan interview system.
For low-risk individuals issued through electronic banking channels, lenders may not conduct loan interviews, but at least take effective measures to determine the true identity of borrowers.
At the same time, in addition to loans handled through electronic banking channels, lenders should require borrowers to sign loan contracts and other relevant documents in person.
The "Personal Loan Measures" stipulates that when the borrower cannot determine the specific transaction object in advance and the amount does not exceed 300,000 yuan, or the borrower's transaction object does not have the conditions to effectively use the non-cash settlement method, the borrower can adopt the independent payment method.
In addition, if the loan funds are used for production and operation, and the amount does not exceed 500,000 yuan, the borrower may also adopt the independent payment method.
Individual industrial and commercial households and rural contracted households applying for personal production and operation loans with an amount exceeding 500,000 yuan may apply the provisions of relevant loan management measures according to the purpose of the loans to meet the actual development needs of the rural economy and individual industrial and commercial households.
Misappropriation of loans is an old problem in the banking industry, and the release of "three methods and one guideline" is based on the "benefit principle" of loan funds paid to the transaction object, emphasizing the authenticity of loan funds transactions.
Prevent and put an end to the fiction and fraud of loan purposes, put an end to unfair competition and regulatory arbitrage, effectively protect the legitimate rights and interests of financial consumers, promote the real flow of loan funds to the real economy, and give play to the role of finance in supporting the development of the real economy.
Is it legal for the nominal bank loan of the company to be used for private use by the shareholders of the company?
Illegal, the loan can only be used for the company's production and operation. Misappropriation by the legal representative may be suspected of duty crime. Lending loans to others is also suspected of illegal business.
The influence of shareholder's signature on the company's loan to the bank
Hello, you should be asking whether the shareholders' signature will affect the shareholders when the company lends money to the bank. The answer to this question is definitely yes, so will it affect it? There are two aspects, 1, which will have a favorable influence on him. If the company makes a profit after the loan, it will naturally pay more dividends; Second, it will also have some adverse effects on him, and the shareholders' meeting may be jointly and severally liable.
Expansion: Under what circumstances will shareholders bear the influence of joint and several liability?
At this time, we should consider the nature of the company. If the enterprise is a limited liability company or a joint stock limited company, the shareholders shall bear limited liability with their share of capital contribution. If the shareholders have fully contributed their capital in accordance with the shareholders' agreement, they will not be liable, that is to say, the insolvent shareholders of the company have no obligation to pay off the operating losses. If the shareholder fails to pay the proportion of capital contribution in full before, he/she needs to make up the capital contribution according to the regulations, and he/she is not required to bear the debt liability after making up.
If the enterprise is a partnership, then the shareholders need to bear the repayment responsibility. According to Article 2 of the Partnership Enterprise Law, a general partnership enterprise is composed of general partners, and the partners are jointly and severally liable for the debts of the partnership enterprise, that is, no matter what your contribution ratio is, once the debts of the enterprise cannot be paid off, the partners and shareholders shall bear unlimited liability for compensation. The unlimited repayment liability mentioned here means that if the assets of the enterprise are insufficient to repay the debts of the enterprise, it will be added to the personal assets of shareholders to pay off the debts of the enterprise.
There is also a kind of guarantee that needs to bear the repayment responsibility. Sometimes, although the loan is made in the name of an enterprise, the lending institution will add a legal person or shareholder as a guarantor. If a shareholder makes a guarantee in the process of enterprise loan, he must bear the guarantee responsibility. If the enterprise can't repay the loan normally, the shareholders who make the guarantee must bear the repayment responsibility.
These are my answers and some extended contents, I hope I can help you!
Why can't the dividends payable to shareholders be used to repay the loan?
Undistributed profits belong to shareholders' equity and cannot be used for the company to repay debts. According to Article 166 of the Company Law of People's Republic of China (PRC), when the company distributes the after-tax profits of the current year, it shall withdraw 10% of the profits and include it in the statutory reserve fund of the company. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw the reserve fund from the after-tax profits upon the resolution of the shareholders' meeting or general meeting.
After-tax profits of the company after making up losses and drawing provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 35 of this Law; A joint stock limited company shall distribute shares according to the proportion of shares held by shareholders, except that the articles of association of a joint stock limited company stipulate that shares shall not be distributed according to the proportion of shares held.
If the shareholders' meeting, shareholders' general meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
The company's shares held by the company shall not be distributed.
According to the above regulations, undistributed profits can be used to make up for losses and then pay dividends after withdrawing the provident fund; Therefore, undistributed profits cannot be used to repay the company's debts.
Do corporate loan shareholders need to take responsibility?
According to the relevant laws and regulations of our country, the enterprise's property shall bear the responsibility for borrowing from the bank; Where a shareholder provides a guarantee for an enterprise loan, if it is jointly and severally liable, it is the shareholder's responsibility to pay off the debt. Article 3 of the Company Law of People's Republic of China (PRC) is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them. Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time. If the debtor of joint and several liability guarantee fails to perform the debt at the expiration of the debt performance period agreed in the main contract, the creditor may require the debtor to perform the debt, or may require the guarantor to assume the guarantee liability within the scope of its guarantee.