According to Article 37 of the Company Law, the functions and powers of the shareholders' meeting of a limited liability company include:
(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.
The resolutions of the shareholders' general meeting shall include the following contents:
1. Basic information of the meeting: meeting time, place and meeting nature (schedule).
2. Notice of the meeting and shareholders attending the meeting: the time and method of the notice of the meeting; Shareholders present at the meeting abstained. The shareholders' meeting shall be notified to all shareholders before 15, and the annual shareholders' meeting shall be notified to all shareholders 20 days in advance.
3. Presided over the meeting: The first meeting was convened and presided over by the shareholder with the largest capital contribution; Generally convened by the board of directors and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it; 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.
4. Resolution of the meeting: Shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution; Resolutions made by the shareholders' general meeting on amending the Articles of Association, increasing or decreasing the registered capital of the company, division, merger, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting. The specific voting results of the shareholders' meeting, the number of shares represented by the shareholders who agree, oppose and abstain, and the proportion of the total shares held by the shareholders attending the shareholders' meeting. Status of dissenting or abstaining shareholders.
5. Signature: The resolution of the shareholders' meeting shall be sealed or signed by the shareholders (natural person shareholders).
6. Shareholders can vote on major decisions such as the appointment and removal of the company's senior management personnel and business policies. However, the general meeting of shareholders generally adopts a one-share one-vote system, that is to say, the more shares, the better. Under normal circumstances, it takes more than half a minute to consider the proposal passed. If it is a major proposal such as merger or dissolution, it needs more than two-thirds consent.
I hope the above content can help you. Please consult a professional lawyer if you have any other questions.
Legal basis: Article 37 of the Company Law of People's Republic of China (PRC).
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.