1. Can the board of directors amend the articles of association?
1. Whether the board of directors can amend the Articles of Association depends on whether there is authorization from the investor. The articles of association of the company are decided by the investors, and only when the board of directors is authorized to amend them can the board of directors have the right to amend them. The amendment process of the Articles of Association is as follows:
(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 shareholders' meeting will vote to amend the Articles of Association;
(3) When the amendment to the Articles of Association involves examination and approval, it shall be reported to the competent government department for approval;
(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; Matters not involved in registration 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.
2. Legal basis: Article 11 of People's Republic of China (PRC) Company Law.
To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
2. Does the Articles of Association stipulate the exclusion of shareholders' preemptive right?
The articles of association cannot exclude the preemptive right of shareholders, and the articles of association can limit the preemptive right of shareholders. Shareholders of a limited liability company may transfer all or part of their shares to each other. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail. The main purpose of stipulating that shareholders have the preemptive right is to ensure that the old shareholders of a limited liability company can control the company by exercising the preemptive right. This provision reflects the maintenance of the "humanity" of the limited liability company and the recognition of the contribution of the old shareholders to the company.