在公司中，股东会是公司的高权力机构，其他的公司职能邵门均需要按股东会的要求开展运作。对于有限公同的公司治理而言，可以通过掌控股东会达到控制公司的目的。下面
济南合伙设计公司为您讲解一番：
In a company, the shareholders' meeting is the high authority of the company, and other company functions, Shaomen, need to operate according to the requirements of the shareholders' meeting. For the corporate governance of a limited company, the purpose of controlling the company can be achieved by controlling the shareholders' meeting. Jinan Partnership Design Company will explain to you:
先来看一下股东会的组成，以及它的主要职能。显而易见，股东会由全体股东组成;股东会的主要职能有以下三类:一是决定公司的经营策略及经营方针，审批财务预算、决算;二是决定董事会及监事会人员的选任及变更;三是决定公司的重大事项，例如公司注册资本的增加或减少、公司合并、分立及解散等。
Let's take a look at the composition of the shareholders' meeting and its main functions. Obviously, the shareholders' meeting consists of all shareholders; The main functions of the shareholders' meeting include the following three categories: first, determining the company's business strategy and policy, approving financial budgets, and final accounts; The second is to decide on the selection and change of the personnel of the board of directors and the board of supervisors; The third is to decide on major issues of the company, such as the increase or decrease of the company's registered capital, merger, division, and dissolution of the company.
这三类属于法定的股东会要决定的事项。但实践中，公司经常会用到“第四类”，即公司章程中约定的股东会可以决定的其他事项。那么，如何用好“第四类”中所提到的“其他事项”呢?我们看下面这个例子:
These three categories are matters to be decided by the statutory shareholders' meeting. However, in practice, companies often use the "fourth category", which refers to other matters agreed in the company's articles of association that can be decided by the shareholders' meeting. So, how to make good use of the "other matters" mentioned in the "fourth category"? Let's take a look at the following example:
一家公司，股东是A、B、C三个人，三位股东持股比例为33%、33%、34%。其中A股东、B股东是母子关系，C股东虽然不在公司任职，但A、B两位股东为显示合作诚意，邀请C股东派他自己的财务人员进入公司担任财务经理，并负责监督账务。C股东觉得这样也挺好，与财务人员D沟通后，D却担心自己在工作中如果不能得到A、B两位股东及公司的认同，直接被公司开除了怎么办?
A company has three shareholders, A, B, and C, with a shareholding ratio of 33%, 33%, and 34%. Among them, Shareholder A and Shareholder B are in a parent-child relationship. Although Shareholder C does not work in the company, Shareholder A and Shareholder B have invited Shareholder C to send their own financial personnel to the company to serve as financial managers and be responsible for supervising accounting in order to show their sincerity in cooperation. Shareholder C feels that this is also very good. After communicating with financial personnel D, D is concerned that if he cannot obtain the approval of shareholders A and B and the company in his work and is directly dismissed from the company, what should he do?
为此，在公司章程中约定对财务人员的任免需要由股东会进行表决;其次，需要了解股东会议决议有哪些情形。
For this reason, it is agreed in the company's articles of association that the appointment and removal of financial personnel requires a vote by the shareholders' meeting; Secondly, it is necessary to understand what situations exist in the resolutions of shareholders' meetings.
股东会议决议一般分为三类:普通决议、特殊决议、分类别决议。
Resolutions of shareholders' meetings are generally divided into three categories: ordinary resolutions, special resolutions, and classified resolutions.
普通决议，是由出席股东会的有表决权的股东投票，代表12以上表决权股东通过的股东会议决议;股东会议决议一般分为三类:普通决议、特殊决议、分类别决议。
An ordinary resolution is a resolution adopted at a shareholders' meeting by shareholders with voting rights present at the shareholders' meeting and representing more than 12 shareholders with voting rights; Resolutions of shareholders' meetings are generally divided into three categories: ordinary resolutions, special resolutions, and classified resolutions.
普通决议，是由出席股东会的有表决权的股东投票，代表12以上表决权股东通过的股东会议决议;
An ordinary resolution is a resolution adopted at a shareholders' meeting by shareholders with voting rights present at the shareholders' meeting and representing more than 12 shareholders with voting rights;
特殊决议，是由出席股东会的有表决权的股东投票，代表2/3以上表决权股东通过的股东会议决议;
A special resolution is a resolution adopted at a shareholders' meeting by shareholders with voting rights present at the shareholders' meeting and representing more than two-thirds of the voting shareholders;
分类别决议，是由有优先权的股东参加股东会议进行表决与优先权有关事宜的股东会议决议。
Classification resolution refers to a resolution of a shareholders' meeting in which shareholders with priority rights participate in the shareholders' meeting to vote on matters related to priority rights.
在上述案例中，C股东了解到股东会议决议的规定，就可以利用股东会，在公司章程中做明确约定:对财务人员的任免需要由代表2/3以上的股东进行表决通过。这样就可以避免发生该财务人员在C股东虽知情但不同意的情况下被免职的情况。
In the above case, after understanding the provisions of the shareholders' meeting resolution, shareholder C can use the shareholders' meeting to explicitly stipulate in the company's articles of association that the appointment and removal of financial personnel requires a vote by shareholders representing more than two-thirds of the shareholders. This can avoid the situation where the financial personnel are removed from office without the knowledge but consent of Shareholder C.
Therefore, if you want to control the company, you can achieve the goal of controlling the company by agreeing in advance in the company's articles of association, setting up matters that require voting at the shareholders' meeting, and controlling the proportion of voting rights required for voting matters. For more related matters, please visit our website http://www.daoshangbao.com Consult!
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