Procedures for changing the Articles of Association:
The first step is that the board of directors or shareholders of the company propose to amend the articles of association. Modifying the articles of association is a major event, and the board of directors has a better understanding of the company's operating conditions and the implementation and changes of the articles of association, so it is generally proposed by the board of directors. However, the amendment to the Articles of Association will affect the overall development of the company, so it cannot be proposed for the time being.
The second step is to inform shareholders of the proposal to amend the Articles of Association. Modifying the Articles of Association is a matter to be considered by the shareholders' meeting. A limited liability company shall notify all shareholders before the meeting 15; A joint-stock company shall notify shareholders 20 days before the meeting, and an interim meeting shall notify shareholders 05 days before the meeting. Where bearer shares are issued, an announcement shall be made 30 days before the meeting.
The third step is to convene a general meeting of shareholders to discuss and approve the revision of the Articles of Association. A limited liability company can only be approved by shareholders representing more than two thirds of the voting rights, and a joint stock limited company can only be modified by shareholders representing more than two thirds of the voting rights attending the meeting.
The fourth step is that the shareholders of the classified shares agree that if the modification of the articles of association involves the interests of the shareholders of the classified shares, the company law does not stipulate that the modification of the articles of association must be approved by the shareholders of the classified shares.
Fifth, if the change of articles of association requires the approval of the competent authority, the shareholders' meeting shall decide to approve the change of articles of association.
The sixth step is the announcement of specific articles of association changes, and the announcement is made according to the information that needs to be disclosed according to law. For example, if you change the business scope of the company, you need to make an announcement.
Step 7, after the above steps, prepare the relevant materials and apply to the administrative department for industry and commerce for change registration. If the change of the company's journey does not involve registered items, it is only necessary to submit the revised articles of association or amendments to the articles of association to the company registration authority for the record.
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