How to arrange the directors, supervisors and managers of a two-person limited company to seek expert answers

First of all, we must clarify several concepts.

1. What is a director?

Directors are elected by the shareholders' meeting, are members of the company's board of directors, are participants in the company's major decisions, and are also participants in supervising the decision-making executives of the company. It can be seen that directors are the people who control the company and supervise the implementation of decisions. Managing the company on behalf of shareholders is the most basic function of directors.

2. What is the chairman?

The chairman is the leader of the company's board of directors, and his duties are of the nature of organization, coordination and representation. The power of the chairman belongs to the responsibility of the board of directors. He doesn't manage the specific business of the company and generally doesn't make personal decisions. He only enjoys the same voting rights as other directors when the board of directors meets or special committees of the board of directors meet.

3. What is a supervisor?

Supervisors are the senior managers of the company, and exercise supervisory functions over the directors, managers and finances of the company.

Second, how to set up the management of a two-person limited company

1. Article 45 of China's Company Law stipulates that "a limited liability company shall have a board of directors with three to thirteen members." Therefore, if a board of directors is established, there must be at least three directors in the board.

2. Article 51 of China's Company Law stipulates: "A limited liability company with a small number of shareholders or a small scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. "

It can be seen from the above provisions that in a two-person limited company, it is difficult to set up a board of directors (let alone re-elect the chairman) because there are only two shareholders. However, two shareholders may convene a shareholders' meeting to elect the shareholder who accounts for a large proportion of the company's capital as the executive director, the other shareholder who contributes less as the supervisor, and the executive director concurrently serves as the company manager.