According to Article 7 of the Regulations on the Administration of Registration of Legal Representatives of Enterprise Legal Persons of the State Administration for Industry and Commerce (Amendment): "If a limited liability company or a joint stock limited company needs a resolution from the shareholders' meeting, the shareholders' meeting or the board of directors, but the original legal representative cannot or fails to perform his duties, so that the shareholders' meeting, the shareholders' meeting or the board of directors cannot be convened according to legal procedures, more than half of the directors may elect a director, or the shareholders who have the largest contribution or the largest voting rights in the shares or their designated representatives may convene and preside over the meeting.
Regulations of the People's Republic of China on the Administration of Company Registration
Article 27 When applying for registration of change, a company shall submit the following documents to the company registration authority:
(1) An application for change registration signed by the legal representative of the company;
(2) resolutions or decisions on changes made in accordance with the Company Law.
(3) Other documents required by the State Administration for Industry and Commerce.
Where the company's change of registration matters involves the revision of the articles of association, it shall submit the revised articles of association or amendments to the articles of association signed by the company's legal representative.
Where laws, administrative regulations or decisions of the State Council require approval to change registered items, relevant approval documents shall also be submitted to the company registration authority.
Article 30 Where a company changes its legal representative, it shall apply for registration of change within 30 days from the date when the resolution or decision on change is made.
According to the Company Law of China, there are two basic corporate bodies in China, namely limited liability companies and joint stock limited companies. Among them, a limited liability company is an enterprise legal person established by less than 50 shareholders; A joint stock limited company is a corporate legal person established by means of initiation or offering. [2]?
(1) Limited liability company
In China, limited liability companies include ordinary limited liability companies, one-person limited liability companies and wholly state-owned companies. An ordinary limited liability company is a limited liability company established by more than 2 shareholders and less than 50 shareholders. Shareholders shall receive dividends according to the proportion of their capital contribution, and bear the debts owed by the company to the outside world to the extent of their capital contribution.
A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. The minimum registered capital of a one-person limited liability company is RMB 654.38 million. Shareholders shall pay in full the capital contribution stipulated in the Articles of Association. A natural person can only invest in the establishment of a one-person limited liability company. A one-person limited liability company cannot invest in the establishment of a new one-person limited liability company. If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts.
A wholly state-owned company refers to a limited liability company which is solely funded by the state and authorized by the State Council or the local people's government to perform the responsibilities of the investor. A wholly state-owned company does not have a shareholders' meeting, and the state-owned assets supervision and administration institution shall exercise its functions and powers. The state-owned assets supervision and administration institution may authorize the board of directors of the company to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company, but the merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration institution; Among them, the application for merger, division, dissolution and bankruptcy of an important wholly state-owned company shall be examined by the state-owned assets supervision and administration institution and reported to the people's government at the same level for approval.
(2) Limited by shares
China's joint stock limited companies include two types: sponsorship and fundraising. Among them, the initiation of establishment refers to the establishment of the company by the sponsors subscribing for all the shares that the company should issue; The establishment by offer means that the promoters subscribe for part of the shares that should be issued by the company, and the rest of the shares are offered to the public or specific objects to establish the company. To initiate the establishment of a joint stock limited company, there shall be two or more promoters but not more than 200, and more than half of the promoters shall have their domicile in China. The minimum registered capital of a joint stock limited company is RMB 5 million. Where laws and administrative regulations have higher provisions on the minimum registered capital of a joint stock limited company, those provisions shall prevail.
A joint stock limited company establishes a shareholders' meeting, which is composed of all shareholders and is the authority of the company. Company transfer, major asset transfer, external guarantee, election of directors and supervisors and other matters must be approved by the shareholders' meeting. The board of directors is the daily office of a joint stock limited company, and a listed company should also set up a board secretariat.
The capital of a joint stock limited company is divided into shares, and the amount of each share is equal. Shareholders enjoy dividends and bonuses to the extent of the shares they subscribe for, and bear the company's external debts and related responsibilities to this extent.