1. Modify the Articles of Association
The articles of association are the basic rules of the company's organization and behavior and the basis of the company's activities. The law has clear requirements for its formulation, content and form. A company may amend its Articles of Association, but it must do so in strict accordance with legal procedures and must be approved by shareholders representing more than two thirds of the voting rights.
2. The company increases or decreases its registered capital.
The registered capital of a company is the material basis for the establishment, existence and development of the company, and it is also a statutory registered item. After the company is established, it can increase or decrease its registered capital according to objective needs, but it must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
3. Merger, division and dissolution of the company
The dissolution of the company leads to the disappearance of the company; The merger or division of a company may lead to the dissolution or division of the company. Because the merger, division and dissolution of the company involve changes in the company's property and the major rights and interests of shareholders, it must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
4. Change the company form
A limited liability company can be changed into a joint stock limited company according to law, and a joint stock limited company can also be changed into a limited liability company according to law. The change of corporate form involves major changes in the company's registered capital, shareholders' rights and interests, and organizational structure. It is a major issue, which must be carried out in strict accordance with legal procedures and must be approved by shareholders representing more than two-thirds of the voting rights.
The above special resolutions must be passed by shareholders representing more than two thirds of the voting rights for a limited liability company and by shareholders representing more than two thirds of the voting rights for a joint stock limited company. However, the resolution to increase or decrease the registered capital mentioned in item 2 above is not a special matter in a joint stock limited company, and only needs to be passed by more than half of the voting rights held by shareholders present at the meeting.
To sum up, there are mainly the above four items that need special resolutions at the shareholders' meeting of the Company Law. Among them, the articles of association is the fundamental principle of a company, and the legal provisions must be strictly observed. The increase or decrease of registered capital is also an important registered item stipulated by law and must be handled in strict accordance with the procedures. Merger, division and dissolution are major events of the company, which involve the interests of all shareholders. The change of company form is related to the fundamental nature and structure of the company and is also a major event of the company.
Extended reading:
Resolution of the shareholders' meeting of the acquisition company
Is it necessary for the shareholders' meeting to make a resolution on the change of business scope?
Model resolution of shareholders' meeting on merger of limited companies.