1. What is the number of controlling shareholders stipulated in the Company Law 1? The controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting. 2. Classification of controlling absolute shareholders: The controlling shareholder owns more than 50% of the voting shares, which can absolutely guarantee the appointment and operation of the senior management of the holding subsidiary. Compared with the controlling shareholder, the controlling shareholder owns less than 50% of the shares, but it can still decide the senior management and operation of the subsidiary. Generally speaking, it is the largest shareholder holding less than 50% of the shares, or entrusted by other shareholders, with the most voting rights in total. 3. The main difference is that the actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company. The major shareholder refers to the shareholder with the largest share; It means that this shareholder has the largest proportion relative to other shareholders. The controlling shareholder must be a major shareholder, but not necessarily a major shareholder. For example, Vanke's major shareholder is China Resources Group, but its shareholding is only about 17%, and it is not the controlling shareholder. 4. Code of Conduct for Shareholders The controlling shareholder can exert great influence on the operation of the company. According to the Corporate Governance Standards of Listed Companies, the controlling shareholder needs to regulate the following behaviors: (1) When the controlling shareholder reorganizes and reorganizes a joint stock limited company, it should ensure the separation of social functions and divestiture of non-operating assets, and non-operating institutions, welfare institutions and their facilities are not allowed to enter the joint stock limited company. (2) The controlling shareholder has a fiduciary duty to the joint stock limited company and other shareholders. The controlling shareholder shall exercise the investor's rights over the joint stock limited company under his control in strict accordance with the law. The controlling shareholder shall not harm the legitimate rights and interests of the joint stock limited company and other shareholders, and shall not use its special position to seek additional benefits. (3) When nominating candidates for directors and supervisors of a joint stock limited company, the controlling shareholder shall strictly follow the conditions and procedures stipulated in laws, regulations and the articles of association. (4) The controlling shareholder shall not go through any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; The appointment and removal of senior management personnel of a joint stock limited company shall not exceed the scope of the shareholders' meeting or the board of directors. (5) Major decisions of a joint stock limited company shall be made by the shareholders' meeting and the board of directors according to law. The controlling shareholder shall not directly or indirectly interfere with the company's decision-making and production and operation activities in accordance with the law, and damage the rights and interests of the company and other shareholders. (6) The controlling shareholder and the joint stock limited company shall separate personnel, assets, finance, institutions and businesses, conduct independent accounting and bear responsibilities and risks independently. Two. How to protect minority shareholders' rights and interests when large shareholders infringe upon minority shareholders' rights and interests 1. Exercising shareholders' right to know and consult company books Article 33 of the Company Law of People's Republic of China (PRC), shareholders have the right to consult and copy the articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports. Shareholders may request to consult the company's accounting books. Where a shareholder requests to consult the company's accounting books, he shall submit a written request to the company, explaining the purpose. If the company has reasonable reasons to believe that the shareholders' access to the accounting books has improper purposes, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to the shareholders within 15 days from the date of the shareholders' written request, explaining the reasons. If the company refuses to provide inspection, the shareholders may request the people's court to require the company to provide inspection. Measure 2: Exercise shareholders' rights and propose to convene an extraordinary shareholders' meeting. Article 39 Shareholders' meetings are divided into regular meetings and extraordinary meetings. Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened. Measure 3: Exercise the rights of supervisors and propose to convene an extraordinary general meeting of shareholders; Check the company's finances; To put forward suggestions on the recall of the executive directors and senior managers; Bring a lawsuit against the executive director or senior management. Article 151 Where the directors and senior managers are under the circumstances specified in Article 149 of this Law, shareholders of a limited company who individually or collectively hold more than 1% of the shares of the company for more than 180 consecutive days may request in writing the board of supervisors or the supervisors of a limited liability company without a board of supervisors to bring a lawsuit to the people's court. Where the supervisor is under the circumstances specified in Article 149 of this Law, the above shareholders may request the board of directors or the executive director of a limited liability company without a board of directors in writing to bring a lawsuit to the people's court. The board of supervisors, the supervisors, the board of directors and the executive director of a limited liability company without a board of supervisors refuse to bring a lawsuit after receiving the written request from the shareholders specified in the preceding paragraph, or fail to bring a lawsuit within 30 days from the date of receiving the request, or the interests of the company will be irretrievably damaged if the lawsuit is not brought immediately in case of emergency. Shareholders specified in the preceding paragraph have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people's court in accordance with the provisions of the preceding two paragraphs. Article 152 Where a director or senior manager violates laws, administrative regulations or the Articles of Association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court. Measure 4: Exercise the shareholders' right to dissolve, file a lawsuit for dissolution dispute and demand the dissolution of the company. Article 183 of the Company Law and Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (II) (hereinafter referred to as the Interpretation of the Company Law (II)) stipulate that more than 65,438+00% shareholders may bring a lawsuit for dissolution dispute. The so-called corporate deadlock refers to the state that all decision-making and management mechanisms of the company are paralyzed due to conflicts and contradictions between shareholders or company managers in the process of corporate internal governance, and shareholders' meetings or board meetings cannot be convened due to the rejection of the other party, and the proposal of either party is not accepted or recognized by the other party, or even if a meeting can be convened, any resolution cannot be passed because members of all parties hold different opinions. To judge whether there are serious difficulties in the company's operation and management, we should make a comprehensive analysis from the current situation of the company's shareholders' meeting, board of directors or executive directors, board of supervisors or supervisors. The focus of "serious difficulties in company operation" is that there are serious internal obstacles in company operation, such as the failure of shareholders' meeting mechanism and the inability to make decisions on company operation, which should not be unilaterally understood as operational difficulties such as insufficient funds and serious losses. For example, the company expelled its shareholders. In real life, many companies and enterprises are funded by many shareholders, so companies are controlled by major shareholders, and the company law has relevant regulations on controlling shareholders. Controlling shareholders have regulations on the nomination of directors and supervisors in the process of restructuring and reorganization of joint stock limited companies, and they are independent of various institutions.