Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman; When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting. Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director. If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
A one-person limited liability company does not have a shareholders' meeting. When making the decisions listed in the first paragraph of Article 37 of this Law, the shareholders shall make them in written form, signed by the shareholders and kept in the company.
To sum up, the difference between the shareholders' decision and the resolution of the shareholders' meeting lies in whether there is a shareholders' meeting. A company with only one shareholder does not need to hold a general meeting of shareholders, and the decision can be made by the only shareholder. However, a company that establishes a shareholders' meeting cannot make a decision by one person, and it needs to convene all shareholders to hold the shareholders' meeting.
legal ground
Article 37 of the Company Law
The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 39
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. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.