Is it necessary for all shareholders to agree to amend the Articles of Association?

Legal analysis: According to the Company Law, a limited liability company needs to convene a shareholders' meeting to amend its articles of association, which must be approved by shareholders representing more than two thirds of the voting rights. However, this is only the minimum. According to the principle of corporate autonomy, companies can make stricter restrictions on amending the articles of association. Therefore, it can be stipulated in the company's articles of association that the modification of one or more articles of the company's articles of association requires the consent of all shareholders.

Legal basis: Article 12 of the Company Law of People's Republic of China (PRC). The business scope of the company is 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 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.