According to Article 51 of the Company Law, 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.
2, the concept of the board of directors:
The board of directors is an operating executive body composed of all directors established in accordance with relevant laws, administrative regulations and policies and the articles of association of the company or enterprise. Has the following characteristics:
The board of directors is the executive body of the shareholders' meeting or shareholders' meeting, responsible for the command and management of the company or enterprise and its business activities, and responsible for and reporting its work to the shareholders' meeting or shareholders' meeting. The board of directors must implement the resolutions made by the shareholders' meeting or the shareholders' meeting.
China's laws stipulate the number of directors of limited liability companies and joint stock limited companies respectively. Article 44 of the Company Law stipulates that a limited liability company shall have a board of directors with 3- 13 members. Article 50 of the Company Law stipulates that a limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors. Article 108 of the Company Law stipulates that a joint stock limited company shall set up a board of directors with 5- 19 members.
3. Duties of the Board of Directors:
1, responsible for convening the shareholders' (general) meeting; To implement the resolutions of the shareholders' meeting and report to the shareholders' meeting;
2. Implement the resolutions of the shareholders' meeting;
3. Decide on the company's production and operation plans and investment plans;
4. Formulate the company's annual financial budget plan and final accounts plan;
5. Formulate the company's profit distribution plan and loss compensation plan;
6. To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
7. To formulate plans for the company's merger, division, dissolution or change of corporate form;
8. Decide on the establishment of the company's internal management organization;
9. To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
10, formulate the basic management system of the company;
1 1. Other functions and powers stipulated in the Articles of Association.