Can a limited company set up independent directors?

A limited company may or may not have independent directors, and a listed company must have independent directors. According to the relevant laws and regulations, independent directors should be independent in the production process and the exercise of rights, and cannot hold more than a certain proportion of shares.

legal ground

Article 44 of the Company Law of People's Republic of China (PRC)

A limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 51 of this Law.

A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.

The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.

Article 45

The term of office of directors shall be stipulated in the articles of association, but each term shall not exceed three years. Upon expiration of the term of office, directors may be re-elected.

Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.