The number of members of the board of directors of a limited liability company is an important part of the corporate governance structure, aiming at ensuring the scientific and democratic decision-making of the company and protecting shareholders' rights and interests. With regard to the specific provisions on the number of members of the board of directors of limited liability companies, China's company law has clear provisions to restrain and guide them.
I. Provisions on the number of directors
According to the relevant provisions of the Company Law of People's Republic of China (PRC), the board of directors of a limited liability company is composed of three to thirteen members. This provision not only ensures that the board of directors can form an effective decision-making mechanism, but also avoids the inefficient decision-making caused by too many people.
Two. Generation and term of office of board members
The members of the board of directors are elected by the general meeting of shareholders, and each term of office shall not exceed three years. Upon expiration of the term of office, you can be re-elected if you are re-elected. This provision ensures the mobility and stability of board members and is conducive to the long-term development of corporate governance.
Three. Duties and powers of board members
The members of the board of directors are responsible for implementing the resolutions of the shareholders' meeting, formulating the company's business plan and investment plan, and determining the establishment of the company's internal management organization. They have the right to make business decisions on the company, but they are also responsible for the company and shareholders.
Four. Adjustment of the number of board members
Under special circumstances, the company may, according to actual needs, make appropriate adjustments to the number of directors by amending the articles of association or resolutions of the shareholders' meeting. However, this adjustment must comply with the provisions of the Company Law and the Articles of Association to ensure the legitimacy and effectiveness of corporate governance.
To sum up:
The board of directors of a limited liability company usually consists of three to thirteen members, elected by the shareholders' meeting, and each term of office shall not exceed three years. The members of the board of directors are responsible for implementing the resolutions of the shareholders' meeting and formulating the company's business plan and investment plan. , and have the decision-making power and bear the corresponding responsibilities. Under special circumstances, the number of board members can be adjusted according to actual needs, but it must comply with the provisions of the Company Law and the Articles of Association.
Legal basis:
Company Law of the People's Republic of China
Article 44 provides that:
A limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 50 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
Article 50 provides that:
A limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager.
The functions and powers of the executive director shall be stipulated in the articles of association.