Is the Articles of Association valid if it is not signed by the shareholders themselves? Is everyone clear? Let's have a look!

The Articles of Association must be signed by all shareholders.

What is the process of amending the articles of association?

1. It is proposed to amend the Articles of Association.

Generally, the board of directors proposes amendments. The board of directors is the decision-making body of the company's operation. Have a good understanding of the company's operation and the implementation and change of the articles of association, and can make positive suggestions on the revision of the articles of association. According to Article 47 and Article 109 of the Company Law, the board of directors holds a shareholders' (general) meeting. However, the revision of the articles of association is related to the overall development of the company and shall not be proposed by an interim motion during the intersessional period. If the board of directors fails to propose amendments to the Articles of Association, shareholders may propose amendments. If the board of directors does not preside over and convene the shareholders' (general) meeting, shareholders may convene and preside over the interim shareholders' (general) meeting by themselves. Shareholders representing more than one tenth of the voting rights of a limited liability company may propose to convene and preside over an extraordinary general meeting of shareholders; Shareholders of a joint stock limited company who individually or collectively hold more than 0/0% of the shares of the company/KLOC-may propose to convene and preside over an extraordinary general meeting of shareholders.

2. Inform shareholders of the proposal to amend the Articles of Association.

The revision of the Articles of Association is a matter for consideration by the shareholders' meeting. A limited liability company shall notify all shareholders fifteen days before the meeting is held; A joint stock limited company shall notify all shareholders 20 days before the meeting, and notify all shareholders before the interim meeting 15. Where bearer shares are issued, an announcement shall be made 30 days before the meeting. The subject with notification obligation is generally the board of directors. However, when the board of supervisors or shareholders convene and preside over the shareholders' (general) meeting, they will be notified separately.

3. Resolutions of the shareholders' meeting.

Under normal circumstances, the amendment of the Articles of Association requires the resolution of the shareholders' (general) meeting. The amendment of the Articles of Association belongs to the statutory authority of the shareholders' (general) meeting. Articles 38 and 100 of China's Company Law stipulate the right of shareholders (shareholders' meeting) to amend the articles of association. The amendment of the articles of association of a limited liability company shall be approved by shareholders representing more than two thirds of the voting rights, and the amendment of the articles of association of a joint stock limited company shall be approved by more than two thirds of the voting rights held by shareholders present at the meeting. However, in some cases, the resolution of the general meeting of shareholders is not required to amend the articles of association. After the shareholders of a limited liability company transfer their shares, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and amend the articles of association accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

4. The consent of the shareholders of the class shares.

According to article 130 of the Company Law, a joint stock limited company may issue registered shares, bearer shares and other kinds of shares. When the amendment of the articles of association involves the interests of the shareholders of class shares, the Company Law of China does not stipulate that the amendment of the articles of association requires the consent of the shareholders of class shares.

5. The revision of the specific articles of association shall be approved by the competent authority.

Amendments to the Articles of Association adopted by resolutions of the shareholders' general meeting shall be approved by the competent authority and reported to the competent authority for approval.

6. Announcement of specific articles of association change.

Changes to the Articles of Association are information required to be disclosed by laws and regulations, and shall be announced in accordance with regulations. For example, the business scope is a matter that must be recorded in the articles of association, and major changes in the business scope should be announced. Item 1 of Article 67 of the Securities Law stipulates that if there is a major change in the company's business policy and business scope, it shall be announced.

7. Registration of change of articles of association.

After the articles of association are revised, the board of directors of the company shall apply to the administrative department for industry and commerce for registration of change. Where the company's change of registration matters involves 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 to the company registration authority. If the amendment of the articles of association does not involve registered items, the revised articles of association or amendments to the articles of association shall be submitted to the company registration authority for the record.

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