Legal analysis
According to relevant laws and regulations, an agreement is usually an agreement reached between the parties. Usually, the agreement signed by both parties is legal and valid as long as it is signed according to law and there is no legal contract that is invalid. Whether it is an agreement filed by the Industrial and Commercial Bureau or an internal share agreement, it is a contract. The shareholders' meeting shall exercise the right to vote in proportion to the capital contribution. The resolution of the shareholders' meeting on the amendment of the Articles of Association, increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights. If the resolution of the shareholders' meeting is not obtained, then this agreement is not binding on the company, and the transferee can only recover the losses from the transferor. If a shareholder's resolution is obtained, but the industrial and commercial record has not been filed, the parties concerned shall enjoy the rights of shareholders, but they cannot oppose a third party. For example, the relevant documents signed in the name of shareholders have no legal effect, and the actions of the transferor in the name of shareholders continue to be valid in law, so the losses caused to the third party should be compensated first, and then recourse should be made to the transferor. Therefore, the internal agreement of the shareholders' meeting should be signed by the shareholders. The signing of the agreement is valid as long as it is handled in accordance with the provisions of the law, but the premise must be negotiated to show the true wishes of shareholders, so that the agreement can better protect itself. If the agreement is changed, all shareholders must be called to make the change in person, so from a civil point of view, the agreement can be supported by law.
legal ground
Article 143 of the Civil Law of People's Republic of China (PRC) is valid if a civil juristic act meets the following conditions: (1) The actor has corresponding capacity for civil conduct; (2) the meaning is true; (three) does not violate the mandatory provisions of laws and administrative regulations, and does not violate public order and good customs.