However, for a company limited by shares, the situation is different. According to the relevant provisions of the Company Law, there are two ways to form the board of directors of a joint stock limited company: one is a company established by means of sponsorship, and the board of directors is elected by the sponsors. Paragraph 2 of Article 82 of the Company Law stipulates that "the promoters shall elect the board of directors and the board of supervisors after paying all the capital contributions". In other words, members of the board of directors and the board of supervisors should be among the sponsors? Choose among investors. The second type is a company established by raising funds, and the board of directors is elected by the founding meeting. Article 9 1 of the Company Law stipulates that "the promoters shall preside over the founding meeting of the company within 30 days. The inaugural meeting consists of subscribers. " Article 92 of the Company Law stipulates that "the founding meeting shall exercise the following functions and powers: ...? 3. Election of members of the Board of Directors; ……"。 Judging from the above two situations, the members of the board of directors of a joint stock limited company should be elected by the promoters, but not by people other than the promoters. Article 1 13 of the Company Law also clearly stipulates that "the chairman and vice-chairman of a joint stock limited company shall be elected by the board of directors with more than half of all directors." In other words, the chairman and vice-chairman of a joint stock limited company cannot be held by anyone other than the board of directors, and certainly not by anyone other than the shareholders' meeting.
To sum up, according to the relevant provisions of the Company Law, the method for selecting the chairman of a limited liability company is stipulated in the articles of association; The chairman of a joint stock limited company is elected by the members of the board of directors, and the directors are elected by the promoters. Therefore, for a limited liability company, if investors are stipulated in the articles of association formulated by shareholders * * *? It is not illegal for shareholders to entrust non-shareholders as chairman and legal representative, but to entrust agents to implement civil law; For joint stock limited companies, the company law clearly stipulates that the chairman is subordinate to the promoters? It is illegal to entrust non-shareholders to the board of directors elected by investors.