Do you need a resolution of the shareholders' meeting to amend the Articles of Association?

Legal analysis: Generally speaking, the revision of the articles of association needs to go through the shareholders' meeting, because the revision of the articles of association belongs to the statutory authority of the shareholders' meeting. However, in some cases, the resolution of the general meeting of shareholders is not required to amend the articles of association. After the shareholders of a limited liability company transfer their shares, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and amend the articles of association accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

Legal basis: People's Republic of China (PRC) Company Law.

Article 12 The business scope of a company shall be stipulated in the articles of association and registered according to law. A company may amend its articles of association and change its business scope, but it shall register the change.

Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.

Article 39 Shareholders' meetings are divided into regular meetings and temporary meetings.

Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.

Article 41 When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting. However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders.

Article 17 If an enterprise as a legal person changes its name, domicile, business place, legal representative, economic nature, business scope, mode of operation, registered capital and term of operation, or adds or cancels branches, it shall apply for registration of change.