How to modify the merger articles of association of the company?
1. The board of directors of the company made a resolution to amend the Articles of Association and proposed a draft amendment to the Articles of Association.
2. The general meeting of shareholders will vote on the revision of the Articles of Association. A limited liability company's amendment to its articles of association must be approved by shareholders representing more than two-thirds of the voting rights; A company limited by shares must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting to amend its articles of association.
3. When the revision of the Articles of Association involves examination and approval, it shall be reported to the competent government department for approval. Where a joint stock limited company issues new shares for registered capital, it must apply to the department authorized by the State Council or the provincial people's government for approval; If it is a public offering, it must be approved by the securities management department of the State Council.
4. If the amendment to the Articles of Association involves matters that need to be registered, it shall be reported to the company registration authority for approval, and the change registration shall be handled; If the registered items are not involved, it shall be filed with the company registration authority.
5. If the amendment to the Articles of Association involves matters that need to be announced, it shall be announced according to law. If a company issues new shares to raise enough funds, it must make an announcement in the manner prescribed by law or the articles of association.
6. To amend the Articles of Association, it is necessary to submit the Resolution of the Shareholders' Meeting and the Amendment of the Articles of Association to the company registration authority. Where the registered items are involved, the change can only be completed with the signature and seal of the company as a legal person.
To sum up, the articles of association can be amended. However, amendments to the Articles of Association shall be approved by more than two thirds of the shareholders' meeting or shareholders' meeting, and an application for change registration shall be made to the company registration authority in time after the resolution or decision on change is made.
Legal basis:
Company Law of the People's Republic of China
Article 37
The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.