The shareholders' meeting is the authority of the company composed of all shareholders, and it is the authority and statutory body of the company. As the shareholders' meeting only exists in the form of a meeting, it is also an unconventional institution.
The board of directors is the decision-making body of the company, which is generally composed of directors elected by the shareholders' meeting and is responsible to the shareholders' meeting; The board of directors manages the company according to law. The board of directors conducts business activities on behalf of the company externally and manages the company's production and operation internally. In other words, all internal and external affairs and business of the company are conducted under the leadership of the board of directors.
The board of supervisors is the supervisory body of the company. The duty of the board of supervisors is to supervise the activities of the board of directors and managers, but generally it cannot participate in the internal business decision-making and management of the company, and generally has no right to represent the company externally.
I. General Meeting of Shareholders
The shareholders' meeting is the authority of the company and consists of all shareholders of the company. Shareholders' meeting is the organization that has the highest decision-making power over the company's operation and management and various matters involving the interests of the company and shareholders, and it is the statutory organization for shareholders to exercise their rights within the company. According to Articles 37 and 99 of the Company Law, the shareholders' meeting may exercise the following functions and powers:
(1) to decide the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the company's annual financial budget and final accounts;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amend the Articles of Association;
(1 1) Other functions and powers stipulated in the Articles of Association.
Shareholders' meeting of limited liability company
1, quantity limit
The number of shareholders of a limited liability company shall not exceed fifty.
2. Convene and preside over the first shareholders' meeting
The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of the Company Law.
3. Regular and special 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.
4. Convene and preside over the shareholders' meeting
Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman; When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting. Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
5. Notice and record of shareholders' meeting
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.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Discussion methods and voting procedures of shareholders' general meeting
The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association, unless otherwise stipulated by law.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.