The functions and powers of the shareholders' meeting and the board of directors shall be stipulated by law and the articles of association. The change of a company as a legal person belongs to the statutory authority of the shareholders' meeting and cannot be stipulated in the articles of association. China's "Company Law" has provisions on the functions and powers of shareholders' meeting and board of directors.
The Company Law stipulates the functions and powers of the shareholders' meeting:
Article 37 The functions and powers of the shareholders' meeting
The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors; ?
(3) Examining and approving the report of the board of directors; ?
(4) Examining and approving the reports of the board of supervisors or supervisors; ?
(5) To examine and approve the annual financial budget plan and final accounts plan of the company; ?
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; ?
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Extended data
Characteristics of a company limited by shares
1, Limited by Share Ltd is an independent Economic legal.
2. The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, in France, the number of shareholders should be at least 7.
3. The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders.
4. All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction.
5. The shares of the company can be freely transferred, but they cannot be withdrawn.
6. The company's accounts must be made public, so that investors can know about the company and make choices.
7. The establishment and dissolution of the company have strict legal procedures and complicated procedures.
Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law