Q：
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What functions and powers will the board of shareholders of a limited liability company exercise?
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A：
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The board of shareholders shall exercise the following functions and powers:
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Elect and replace directors and supervisors, and decide on matters related to the remuneration of directors and supervisors;
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Review and approve the report of the board of directors;
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Review and approve the reports of the board of supervisors;
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Review and approve the company's profit distribution plan and loss recovery plan;
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Make resolutions on the increase or decrease of the company's registered capital;
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Make resolutions on the issuance of corporate bonds;
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Make resolutions on merger, division, dissolution, liquidation or change of company form;
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Amend the articles of association;
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Other functions and powers stipulated in the articles of association.
The board of shareholders may authorize the board of directors to make resolutions on the issuance of corporate bonds.
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Q：
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How can a shareholder of a limited liability company with only one shareholder exercise his functions and powers?
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A：
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A limited liability company with only one shareholder does not set a board of shareholders. When a shareholder makes a decision within the scope of its functions and powers, it shall be in writing and shall be kept in the company after being signed by the shareholder or sealed.
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Q：
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What are the types of meetings of the board of shareholders?
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A：
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The meetings of the board of shareholders is divided into regular meetings and extraordinary meetings. Regular meetings shall be held on time in accordance with the provisions of the company's articles of association. If the shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the board of supervisors propose convening an extraordinary meeting, the extraordinary meeting shall be convened.
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Q：
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How to determine the voting rights of meetings of the board of shareholders?
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A：
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The shareholders shall exercise their voting rights in proportion to their capital contribution at the meetings of the board of shareholders; However, except as otherwise provided for in the company's articles of association.
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Q：
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How many shareholders need to pass a resolution made by the board of shareholders?
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A：
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A resolution made by the board of shareholders shall be passed by the shareholders representing more than half of the voting rights.
A resolution made by the board of shareholders to amend the articles of association of the company, increase or decrease the registered capital, as well as a resolution to merge, split, dissolve or change the company form shall be passed by the shareholders representing more than two-thirds of the voting rights.
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FAQ
