有關有限公司結業

1. Yes. As 2 shareholders only holding a 66.66% of the toal shareholding. To wind up a company, 75%+ holding is needed. To de-register the company, all shareholders 100% must in agreement.
2. Yes. But, with the prior right of getting to take over the shares to be transferred out ( Pre-emptive clause ) by the other shareholders ( the other 2 shareholders ). So, if A intends to sell out his shares to B, he should notify C if he is interested. If C is also interested, the A's shares have to be sold to B and C in equal portion or as agreed by B and C. If neither B and C take up the shares, A could sell it to an outside person D in the same terms as offered to B and C. If A sell it to D with lesser amount, A should approach to B and C again for this term of offer.
3. Normal business, simple majority i.e. 50% + . Important issues, winding up - 75% +