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案件背景:A公司是一家有限责任公司,为扩大生产经营规模,该公司法定代表人李某未经股东会决议,自行决定以公司名义同B公司签订了增资入股合同并加盖了公司印章,合同约定B出资1000万元加入A公司,A公司负责办理增资入股手续。合同签订后,B实际履行了出资义务,但A公司股东会在讨论B增资入股事宜时,未经代表三分之二以上表决权的股东决议通过,合同无法继续履行。B提起诉讼,请求判令A公司继续履行合同,并按约定承担违约责任。A公司抗辩认为增资入股事宜未经代表三分之二以上表决权的股东决议通过,合同应认定为无效,其不应承担违约责任。
Case Background: Company A is a limited liability company. In order to expand the scale of its production and operation, the legal representative of the company, Lee, without a resolution of the shareholders’ meeting, decides to sign the capital increase contract with Company B in its own name and affix the company seal, Contract B invested 10 million yuan to join A Company, A company responsible for the capital increase share procedures. After the signing of the contract, B actually fulfilled the obligation of contribution, but A shareholders’ meeting in discussing the capital increase B shares matters, without representing more than two-thirds of the voting rights of shareholders resolution, the contract can not continue to perform. B filed a lawsuit, requesting an order A Company to continue to perform the contract, according to the agreement to assume liability for breach of contract. Company A pleaded guilty to the fact that the matter of capital increase and share participation was approved by a shareholder representing no more than two-thirds of the voting rights. The contract should be deemed invalid and should not bear the liability for breach of contract.