The difference between the resolution of the board of directors and the resolution of the shareholders' meeting

The difference is that the shareholders' resolution refers to the resolution made by the shareholders' meeting of a limited liability company on the matters discussed according to its functions and powers. Under normal circumstances, when making a resolution at the shareholders' meeting, the principle of "capital majority decision" is adopted, that is, shareholders exercise their voting rights in proportion to their capital contribution. However, when making a resolution on the transfer of capital contribution by shareholders to persons other than shareholders, it must be agreed by more than half of all shareholders. This shows that the limited liability company has both,

The nature of "human cooperation" and "capital cooperation" refers to the resolution of the board of directors on the matters considered at the board meeting in accordance with the procedures stipulated by law or the articles of association, which is the embodiment of the collective will of the board of directors.

What are the powers of the shareholders' meeting?

(1) Decide on the company's business policy and investment plan.

(2) Electing and replacing directors who are not employee representatives, and deciding on matters concerning the remuneration of directors.

(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors.

(4) Deliberating and approving the report of the board of directors.

(5) Examining and approving the report of the Board of Supervisors.

(VI) To examine and approve the annual financial budget plan and final accounts plan of the Company.

(VII) To examine and approve the profit distribution plan and loss recovery plan of the Company.

(VIII) To make resolutions on the increase or decrease of the registered capital of the company.

(9) To make resolutions on the issuance of bonds by the company.

(10) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company.

(eleven) to amend the articles of association and the matters that need to be decided by the shareholders' meeting.

Legal basis:

Company Law of the People's Republic of China

Article 16 The company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits.

Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting.

Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.