How many directors does the company law stipulate? Bian Xiao consulted relevant lawyers, inquired about some laws and regulations, and introduced this issue in detail. I hope my introduction can help you. If I'm wrong, you are welcome to criticize me. I copied the relevant information below. Thank you for reading.
1. Our laws stipulate the number of directors of limited liability companies and joint stock limited companies.
Article 45 of the Company Law stipulates that a limited liability company shall have a board of directors with 3- 13 members. Article 5 1 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. Article 109 of the Company Law stipulates that a joint stock limited company shall set up a board of directors with 5- 19 members. The board of directors is composed of directors, who are responsible for the company's affairs internally and represent the company's decision-making bodies externally. The company has a board of directors, which is elected by the general meeting of shareholders. The board of directors has a chairman and a vice-chairman, who are elected by the board of directors. The term of office of directors is three years. Upon expiration of the term of office, directors may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
Has the following characteristics:
Article 45 of the Company Law stipulates that a limited liability company shall have a board of directors with 3- 13 members.
Article 5 1 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.
Article 109 of the Company Law stipulates that a joint stock limited company shall set up a board of directors with 5- 19 members.
Two. board of directors
The board of directors is an operating executive body composed of all directors established in accordance with relevant laws, administrative regulations and policies and the articles of association of the company or enterprise.
The board of directors is the business executive body of the authority of the shareholders' meeting or the employees' meeting of the enterprise. It is responsible for the command and management of the company or enterprise and its business activities, and is responsible for and reports its work to the shareholders' meeting of the company or enterprise. The board of directors must implement the decisions made by the shareholders' meeting or the employees' shareholders' meeting on major issues of the company or enterprise.
The Company Law stipulates that the number of directors of a limited liability company is 3 to 13, and the number of directors of a joint stock limited company is 5 to 19. However, the company law does not stipulate whether the number of directors should be even or odd, that is, if the number of directors is even, it does not violate the company law. The Company Law stipulates that the meeting of the board of directors of a joint stock limited company can only be held when more than half of the directors are present, and the resolutions made by the board of directors need to be passed by more than half of all the directors, and the voting of the board of directors is one person, one vote. In the meeting of the board of directors of a limited company, the company law only stipulates that the board of directors shall vote by one person and one vote, and neither the number of attendees nor more than half of the resolutions are required. Instead, the discussion methods and voting procedures of the board of directors are handed over to the articles of association.
Therefore, for limited liability companies, the discussion and voting procedures of the board of directors are more flexible. Compared with joint stock companies, limited liability companies emphasize the cooperation between people, not just the cooperation between capital. The company law gives limited companies greater freedom. Joint stock limited companies should consider the rights of new shareholders in the future and emphasize openness and fairness; Limited liability companies put more emphasis on corporate autonomy. When the number of members of the board of directors is even, the limited company may stipulate that when the board of directors passes the resolution, it can pass the resolution as long as it reaches half. If there are six directors in total, it can be stipulated that,
Resolutions can be passed with the consent of three directors without the consent of four directors; Or stipulate that if there is a 3:3 situation, the chairman can make the final decision. Or stipulate that if there is a 3:3 situation, the outstanding matters shall be decided by the shareholders' meeting.
The shareholders' meeting can carry out the board of directors' deliberation and voting procedures stipulated in the articles of association, which is equivalent to giving the board of directors legitimate rights and interests. As long as there are relevant provisions in the articles of association, decisions can be adopted if the number of board members is even or reaches 50%.