[Direct answer]In the Beijing area, this can be achieved through statutory provisions and class share arrangements. According to the provisions of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), the shareholders' meeting of a limited liability company shall exercise voting rights in proportion to their contributions, unless otherwise provided for in the company's articles of association. Therefore, limited liability companies can stipulate in their articles of association that voting rights shall not be exercised in proportion to contributions, thereby establishing differentiated voting arrangements. Joint-stock companies can legally issue class shares, such as shares with voting rights that are greater or less than those of ordinary shares, and shares with transfer restrictions, thereby achieving "different voting rights for the same shares". In addition, tools such as agreements of concerted action, voting rights delegation, shareholding platforms, and limited partnership structures can be used to centralize or separate voting rights and control rights. It should be noted that the legal basis, applicable conditions, and restrictions of different organizational forms and arrangements vary. When involving public companies, they must also comply with securities regulatory requirements. Specific solutions should be designed by lawyers based on the company's type and objectives.

1. Problem background and typical scenarios

The founding team often faces contradictions such as "investing more but contributing differently" and "worrying about losing control after financing". Typical situations include: the core founders have a low investment proportion but need to control the decision-making power of the business; after investors inject funds, their shareholding ratio increases, and the founding team worries about having their control diluted; employees hold shares indirectly through a shareholding platform, requiring the design of a centralized voting rights mechanism; when the company plans to go public, it needs to standardize its governance structure and voting rights arrangements in advance; shareholders agree not to distribute dividends or exercise voting rights according to their investment proportion, but lack statutory basis for this. Beijing is an active area for entrepreneurship and investment, and control rights arrangements are one of the core issues in corporate governance. If oral agreements replace statutory provisions, difficulties will arise in the effectiveness and enforcement of the agreements once disputes occur. Therefore, it is crucial to formalize control rights arrangements in statutes, agreements, and equity structures to prevent shareholder disputes.

II. Key points of dispute

First, can the company's articles of association stipulate that voting rights shall not be exercised in accordance with the proportion of investment, and what is the legal effect of such a stipulation? Second, what are the issuance conditions and applicable scope of category shares, and what are the differences between joint-stock limited companies and limited liability companies? Third, what is the legal effect and stability of the agreement on concerted action and the power of attorney for voting rights? Fourth, what is the role of shareholding platforms and limited partnership structures in the centralization of control rights? Fifth, what are the regulatory requirements when dealing with public companies? Sixth, what are the impacts of the arrangement of "same shares, different voting rights" on shareholder disputes, financing, and listing? These issues determine the feasibility and stability of the proposed solution.

III. Professional analysis by Henglue Lawyers

Henglue Lawyers suggest designing it according to the "setting goals, selecting tools, and formalizing documents" approach. First, set goals. Clarify whether the enterprise hopes to achieve centralized voting rights, differentiated dividends, or transfer restrictions. Different goals correspond to different tools. Second, select tools. At the level of limited liability companies, the most direct approach is to stipulate in the articles of association that voting rights shall not be exercised in proportion to the investment; at the level of joint-stock companies, voting rights differentiation can be achieved through the issuance of category shares in accordance with the law; in addition, action-in-concert agreements and voting rights delegation are suitable for temporary or phased arrangements between shareholders, while shareholding platforms and limited partnership structures are suitable for team shareholding and centralized control, with founders serving as general partners and employees as limited partners. Third, formalize documents. All arrangements should be reflected in the company's articles of association, shareholders' agreements, partnership agreements, and related authorization documents, and provisions should be made for exit, inheritance, transfer, and breach of contract to avoid oral commitments alone. Fourth, pay attention to restrictions. Different voting rights for the same shares are not without boundaries: they must comply with relevant regulatory rules when involving listed companies; voting rights differentiation arrangements may affect the willingness of external investors; and the Company Law also has mandatory provisions for the protection of shareholders' rights, which cannot completely exclude shareholders' basic rights through agreements. Fifth, make dynamic adjustments. With financing rounds and team changes, control arrangements need to be regularly reviewed and adjusted to avoid the original design becoming ineffective due to equity changes. In practice, issues such as equity incentives, ownership of intangible assets, and non-compete clauses should also be addressed simultaneously to form a complete governance framework.

IV. Practical suggestions and legal basis

Action suggestions: First, clarify the goal of control and select a matching tool combination; Second, incorporate the arrangements into the articles of association and agreements to avoid oral agreements only; Third, make arrangements for exit, transfer, and inheritance to maintain the stability of control; Fourth, regularly review the governance structure and adjust it according to financing needs. For related services, please refer to the following link:Business and contract disputes in enterprisesAndIntellectual property protection and corporate lawColumn. Legal basis: The "Company Law of the People's Republic of China" (amended on December 29, 2023 and implemented on July 1, 2024) regarding the provisions on the company's articles of association, the exercise of voting rights, and category shares. The specific application shall be subject to the currently effective laws and regulations and relevant regulatory rules.

5. Henglu Law Firm's Reminder

Firstly, a limited liability company may stipulate in its articles of association that voting rights shall not be exercised in accordance with the proportion of capital contributions. Secondly, a joint-stock limited company may achieve voting rights differentiation by issuing category shares in accordance with the law. Thirdly, agreements on concerted action and shareholding platforms can assist in centralizing control, but these arrangements must be formalized in written documents. Fourthly, there are boundaries to the implementation of "one share, one vote" policies, and public companies must comply with regulatory requirements in this regard. For more information on corporate governance and control rights arrangements, please contact us via the following link:Business and contract disputes in enterprisesAndIntellectual property protection and corporate lawFor column consultation, please contact us.Beijing Henglue Law Firm.

VI. Frequently Asked Questions

Q1: Is it legal to have different voting rights for the same shares?

It is legal within certain limits. A limited liability company may stipulate in its articles of association that voting rights shall not be exercised in proportion to the amount of capital contributed; a joint-stock limited company may issue category shares in accordance with the law. However, such arrangements must comply with the provisions of the Company Law, and when it involves a public company, they must also comply with securities regulatory requirements. Shareholders' statutory basic rights cannot be excluded by agreement.

Q2: How can control be achieved through the articles of association?

The voting rights exercise method can be stipulated in the articles of association, such as not voting according to the proportion of investment, allowing specific shareholders to decide on specific matters, setting a veto right, or implementing differentiated voting rules. The provisions should be clearly stated and interconnected with the shareholders' agreement to avoid difficulties in enforcement due to unclear agreements in case of disputes.

Q3: Are shareholders' agreements useful?

It's useful, but it relies on the continuous cooperation of shareholders. A concerted action agreement can stipulate that all parties maintain consistency in voting and enhance the stability of control rights; however, it is a contractual arrangement. If one party breaches the agreement, the remedy is mainly based on breach of contract liability, which is not as direct as the provisions of the articles of association. It usually works better when used in conjunction with the provisions of the articles of association and the holding platform.

Q4: What should I do if there's equity dilution after financing?

Control rights tools can be designed in advance. For example, by stipulating differentiated voting rights in the articles of association, setting up a shareholding platform, signing a concerted action agreement, or agreeing on voting rights delegation and director nomination arrangements in the investment agreement. The key is to negotiate control rights clauses together before financing, rather than remedying the situation after dilution.

Q5: Can listed companies implement the "one share, one vote" system?

It must comply with specific regulatory rules. Some trading venues allow qualified companies to set up voting rights differentiation arrangements, but there are clear requirements for the main body qualifications, market value, industry, and investor protection. Listing candidates should communicate with professional lawyers as soon as possible to assess the feasibility and compliance path.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the adjudication opinions in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with evidence materials to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and publicly available adjudication rules, and is provided for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.