Where a company invests in other enterprises or provides guarantees for others, it shall be decided by the board of directors or the shareholders' meeting in accordance with the 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.
Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
Article 23 of the Company Law stipulates that:
The establishment of a limited liability company shall meet the following conditions:
(1) Shareholders meet the quorum;
(2) The capital contribution of shareholders reaches the minimum statutory capital;
(3) Shareholders * * * agree to formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.
Article 27 of the Company Law stipulates that:
Shareholders can make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law; However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.
Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.
Article 35 of the Company Law stipulates that:
After the establishment of the company, shareholders may not withdraw their capital contribution.
Article 50 of the Company Law stipulates 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.
Article 5 1 of the Company Law stipulates:
A limited liability company shall have a board of supervisors with no less than three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors.
The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third, and the specific proportion shall be stipulated in the articles of association. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors.
Directors and senior managers shall not concurrently serve as supervisors.
Article 77 of the Company Law stipulates:
The establishment of a joint stock limited company can be initiated or raised.
A promoter refers to a company established by the promoters who subscribe for all the shares that should be issued by the company.
The establishment by public offering means that the promoters subscribe for part of the shares that should be issued by the company and raise the remaining shares to the public or specific objects to establish the company.
Article 78 of the Company Law stipulates:
The establishment of a joint stock limited company shall have two or more promoters, of whom more than half of the promoters shall have their domicile in China.
Article 172 of the Company Law stipulates that:
Company merger can adopt absorption merger or new merger.
A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.
Article 176 of the Company Law stipulates that:
The debts before the division of the company shall be jointly and severally liable by the company after the division. However, unless the company and creditors reach a written agreement on debt settlement before division.