The shareholders' meeting is convened by the board of directors, which requires the resolution of the board of directors, but there are other special circumstances, such as the convening of more than one third of the directors, the convening of more than 65,438+00% of the shareholders or the convening of the board of supervisors, which does not require the resolution of the board of directors. As long as it meets the legal subject, there is no need to convene a board meeting to decide. Decisions on major issues of the Company shall be made by shareholders who hold more than 65,438+00% of the shares at the shareholders' meeting. The company is for the purpose of making profits, and it is also an enterprise organization form formed to meet the needs of socialized production in market economy.
The resolution of the board of directors is a document representing the opinions of the board of directors formed by the board of directors voting on relevant issues of the company. For example, the issuance of corporate bonds generally requires the approval of the board of directors, with more than two-thirds of the directors present and more than half of the directors present. The resolution of the board of directors shall determine the total amount, face value, issue price, interest rate, issue date, repayment period and repayment method of corporate bonds. The resolution of the board of directors must be formed before the issuance of corporate bonds. Issuing corporate bonds requires not only the resolution of the board of directors, but also the issuance of articles of association; Apply to the competent government department for approval; Sign an underwriting agreement; Sign an underwriting syndicate agreement; Sign a trust contract; Making subscription books, bonds and creditor lists; Issue a notice on raising funds; Formally put forward; Report the issuance, etc.
Article 22 of the Company Law of People's Republic of China (PRC) is invalid if the resolutions of the shareholders' meeting, the shareholders' general meeting and the board of directors violate laws and administrative regulations.
If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.
If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.