The term "limited liability company" as mentioned in the Company Law refers to a company established within the territory of China, and the shareholders of the company are liable to the company to the extent of their subscribed capital contribution.
There are two forms of legal companies in China: limited liability companies (joint stock companies or limited companies) and joint stock companies (joint stock companies).
system
A limited liability company shall establish the following organizations:
1. shareholders' meeting
The shareholders' meeting of a limited liability company is composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with the Company Law.
The shareholders' meeting shall exercise the following functions and powers:
(1) to decide the company's business policy and investment plan;
(2) Electing and replacing directors and deciding on matters concerning directors' remuneration;
(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;
(4) Examining and approving the report of the board of directors;
(5) Examining and approving the reports of the board of supervisors or supervisors;
(6) To examine and approve the annual financial budget and final accounts of the Company;
(VII) To examine and approve the company's profit distribution plan and loss recovery plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make resolutions on the issuance of corporate bonds.
(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
(1 1) To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
(12) Amend the Articles of Association.
The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association, except as otherwise stipulated in the Company Law.
Shareholders' resolutions on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
A company may amend its articles of association. The resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights.
The shareholders shall exercise their voting rights in proportion to their capital contribution.
The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law.
Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings shall be held on time in accordance with the provisions of the articles of association. Shareholders representing more than one-tenth of the voting rights and more than one-third of the directors or supervisors may propose to convene an interim meeting.
When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
2. Board of Directors
A limited liability company shall have a board of directors with three to thirteen members.
A limited liability company established by two or more state-owned enterprises or other two or more state-owned investors shall have staff representatives among its board members. The employee representatives in the board of directors are democratically elected by the employees of the company.
The board of directors shall have a chairman and may have one or two vice-chairmen. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
The chairman is the legal representative of the company.
The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget plan and final accounts plan;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for increasing or decreasing the registered capital of the company;
(seven) to formulate plans for the merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To appoint or dismiss the manager (general manager) of the company (hereinafter referred to as the manager), and to appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and to decide on their remuneration;
(10) Formulate the basic management system of the company.
Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
The meeting of the board of directors shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting. More than one third of the directors may propose to convene a board meeting. The discussion methods and voting procedures of the board of directors shall be stipulated in the articles of association, except as otherwise stipulated in the Company Law. When convening a board meeting, all directors shall be notified ten days before the meeting.
3. Manager
A limited liability company shall have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:
(1) Take charge of the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organize the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(seven) to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors;
(eight) the articles of association and other powers granted by the board of directors. The manager attended the board meeting.
4. County Councils in Midwest and Eastern States
A limited liability company with a large business scale shall set up a board of supervisors, and its members shall not be less than three. The board of supervisors shall elect a convener from among its members.
The board of supervisors is composed of shareholders' representatives and employees' representatives in an appropriate proportion, and the specific proportion is stipulated in the articles of association. The employee representatives in the board of supervisors are democratically elected by the employees of the company. A limited liability company with fewer shareholders and smaller scale may have one or two supervisors.
Directors, managers and financial officers may not concurrently serve as supervisors.
The term of office of the supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected.
The board of supervisors or supervisors shall exercise the following functions and powers:
(1) Check the company's finance;
(two) to supervise the directors and managers who violate laws, regulations or the articles of association when performing their duties;
(3) To require directors and managers to correct their actions when they harm the interests of the company;
(4) proposing to convene an extraordinary general meeting of shareholders;
(5) Other functions and powers as stipulated in the articles of association.
Supervisors attend board meetings as nonvoting delegates.