What are the procedures for non-shareholders to serve as directors?

The Company Law does not explicitly restrict non-shareholders from serving as the chairman. Article 45 of the Company Law stipulates that "the method for forming the chairman and vice-chairman of a limited liability company shall be stipulated in the articles of association". This shows that in the articles of association jointly formulated by investors and shareholders, if the legal representative is a non-shareholder member, it is allowed and does not violate the company law. However, for a company limited by shares, the situation is different. According to the relevant provisions of the Company Law, there are two ways to form the board of directors of a joint stock limited company: one is a company established by means of sponsorship, and the board of directors is elected by the sponsors. Paragraph 2 of Article 82 of the Company Law stipulates that "the promoters shall elect the board of directors and the board of supervisors after paying all the capital contributions". In other words, members of the board of directors and the board of supervisors should be elected among sponsors and investors. The second type is a company established by raising funds, and the board of directors is elected by the founding meeting. Article 9 1 of the Company Law stipulates that "the promoters shall preside over the founding meeting of the company within 30 days. The inaugural meeting consists of subscribers. " Article 92 of the Company Law stipulates that "the founding meeting shall exercise the following functions and powers: 3. Elect members of the board of directors;" . Judging from the above two situations, the members of the board of directors of a joint stock limited company should be elected by the promoters, but not by people other than the promoters. Article 1 13 of the Company Law also clearly stipulates that "the chairman and vice-chairman of a joint stock limited company shall be elected by the board of directors with more than half of all directors." In other words, the chairman and vice-chairman of a joint stock limited company cannot be held by anyone other than the board of directors, and certainly not by anyone other than the shareholders' meeting. To sum up, according to the relevant provisions of the Company Law, the method for selecting the chairman of a limited liability company is stipulated in the articles of association; The chairman of a joint stock limited company is elected by the members of the board of directors, and the directors are elected by the promoters. Therefore, for a limited liability company, it is not illegal if it is stated in the articles of association formulated by shareholders that non-shareholder members are entrusted by investors as the chairman and legal representative, which is an act of entrusting agents to implement civil laws; For a joint stock limited company, the company law clearly stipulates that the chairman is elected by the promoters, and it is illegal to entrust non-shareholders to the general meeting.