For the mandatory provisions in the Company Law, the provisions in the Articles of Association cannot be agreed otherwise, otherwise the relevant provisions will be invalid. For example, in Article 43 of the Company Law, the discussion methods and voting procedures of the shareholders' meeting are stipulated in the company's articles of association, unless otherwise stipulated in this Law. The company's articles of association determine the company's management system, operating system and other major issues, and generally cannot be changed casually.
Amendments to the Articles of Association shall be made in accordance with the law, as follows:
Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights. The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. Resolutions of the shareholders' general meeting to amend the Articles of Association, increase or decrease the registered capital, and resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by shareholders present at the meeting. The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law.
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 general meeting of shareholders will vote on the revision of the Articles of Association. A limited liability company's amendment to its articles of association must be approved by shareholders representing more than two-thirds of the voting rights; A company limited by shares must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting to amend its articles of association.
3. When the revision of the Articles of Association involves examination and approval, it shall be reported to the competent government department for approval. Where a joint stock limited company issues new shares for registered capital, it must apply to the department authorized by the State Council or the provincial people's government for approval; If it is a public offering, it must be approved by the securities management department of the State Council.
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; If the registered items are not involved, it 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. If a company issues new shares to raise enough funds, it must make an announcement in the manner prescribed by law or the articles of association.
6. To amend the Articles of Association, it is necessary to submit the Resolution of the Shareholders' Meeting and the Amendment of the Articles of Association to the company registration authority. Where the registered items are involved, the change can only be completed with the signature and seal of the company as a legal person.