. When a company invests abroad and provides guarantees for others, it must bear corresponding responsibilities, which will have an impact on the interests of the company and shareholders. Therefore, the company law strictly restricts the company's foreign investment and providing guarantees for others.
The Company Law stipulates that a company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or the general meeting of shareholders in accordance with the provisions of the company's articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits.
According to this provision:
1. The company law stipulates that a company should clearly stipulate in its articles of association that it invests in other enterprises or provides guarantees for others; Secondly, the board of directors or shareholders' meeting or shareholders' meeting shall make resolutions according to the provisions of the articles of association.
2. The company shall not invest or provide guarantee to other enterprises beyond the prescribed limit.
2. In order to prevent minority shareholders from harming the interests of the company and other shareholders, the company law stipulates that if the company provides guarantees for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. The so-called actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company. According to this provision:
1. The company may provide guarantee for the shareholders or actual controllers of the company with the company's assets according to the specific circumstances.
2. The guarantee provided by the company to shareholders or actual controllers must be decided by the shareholders' meeting or shareholders' meeting.
3. When voting on the resolution, the guarantor shall not participate in the voting. The resolution shall be valid only if it is passed by more than half of the voting rights held by other shareholders present at the meeting.
Through the comparison of the above two aspects: the company's guarantee to others also needs the resolution of the board of directors or shareholders' meeting, but it must be stipulated in the company's articles of association; However, unless otherwise stipulated in the articles of association, the guarantee provided by the company to the shareholders or actual controllers must be decided by the shareholders' meeting or the shareholders' general meeting according to the special provisions of the law.
Further reading: How to buy insurance, which is good, and teach you how to avoid these "pits" of insurance.