Resolution of the first general meeting of shareholders
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ refers to any one of _ _ _ _ _ _ _ _ _ _
The number and qualifications of shareholders attending the meeting are in compliance with relevant regulations, and the resolutions of the meeting are as follows:
1.
2.
3.
Signature or seal of all shareholders:
I just changed my company address. Legal persons and industrial and commercial bureaus are very strict. It is best to fill in the information on the website of the industrial and commercial bureau first. After the application is passed, there are some generated materials. Download and print these materials. Other formats made by yourself may not pass. You can consult for free if you have any questions. Baidu HI Shiluer 525
Question 2: What matters need to be resolved at the shareholders' meeting of the company (1)? Ordinary resolutions (also known as ordinary resolutions) need only be passed by a simple majority of the voting rights held by shareholders present at the meeting. Of course, shares without voting rights should not be included in the total number of shares of the company, nor should they participate in voting.
(2) Resolutions on major issues such as amendment of the Articles of Association, increase or decrease of registered capital, merger, division, dissolution or change of corporate form must be passed by more than two thirds of the voting rights held by shareholders present at the meeting, which is a special resolution procedure. For the number of voting rights required for special resolutions, the company laws of some countries require higher requirements, which must be passed by more than three-quarters of the voting rights held by shareholders attending the shareholders' meeting. What needs to be pointed out here is that the Company Law does not stipulate that shareholders attending the meeting should hold the minimum number of shares to vote on the resolutions of the shareholders' meeting. The main consideration is that shareholders must be notified in accordance with legal procedures when convening a general meeting of shareholders. If a shareholder does not attend the shareholders' meeting, it indicates that he has waived his rights. The shareholders' meeting can be passed by the shareholders attending the meeting, and a resolution can be made according to the legally required number of voting rights. This practice can facilitate the shareholders' meeting to make a resolution and improve the efficiency of the company's decision-making. However, this practice may lead to the resolution of the shareholders' meeting not representing the wishes of the majority of shareholders, causing disputes among shareholders, and the shareholders who did not attend the shareholders' meeting may even convene the shareholders' meeting again to make a resolution, leading to the deadlock of the company. In order to avoid the above disadvantages, the company may stipulate in its articles of association the minimum amount of shares held by shareholders attending the shareholders' meeting.
(3) Voting on major business matters of the Company.
Where the Company Law requires a listed company to purchase or sell major assets or the amount of guarantee exceeds the specified amount, it shall be decided by the shareholders' meeting, and the board of directors of the company shall convene a shareholders' meeting in time to make a resolution on the above matters. In addition, due to the great influence of the company's transfer, major asset transfer, provision of external guarantee and other matters, if the Articles of Association requires these matters to be resolved by the shareholders' meeting, the board of directors of the company shall convene a shareholders' meeting in time to vote on the matter and make a resolution.
According to Article 122 of the Company Law, the disposal of assets that should be decided by the shareholders' meeting refers to the situation that a listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets. The resolution shall be voted by a special resolution of the shareholders' meeting, that is, it must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting. The Company Law does not stipulate the amount of major assets to be disposed of by the shareholders' meeting and the voting method of the matter, and the articles of association can make specific provisions; If the voting method is not specified in the Articles of Association, it shall be passed by a resolution of the shareholders' meeting, that is, by more than half of the voting rights held by the shareholders present at the meeting.
Question 3: The shareholders' meeting decided that the after-tax profits of the company can be distributed after drawing the statutory provident fund. A general meeting of shareholders will be held according to the articles of association of the company, and the dividend plan will be voted on and compiled into a draft, which will be signed by shareholders. There is no difference in structure from the general shareholders' meeting resolution, that is, the content is only reflected in dividends.
Question 4: The difference between the resolution of the shareholders' meeting and the resolution of the board of directors is firstly from the perspective of the company law: the shareholders' meeting is the authority of a limited liability company and consists of all shareholders. Decide on the company's business policy and investment plan. The board of directors is elected by the shareholders' meeting and is responsible to the shareholders. Decide on the company's business plan and investment plan. Specifically, the functions and powers of the shareholders' meeting are: (1) to decide the company's business policy and investment plan. (2) Elect and replace directors and supervisors who are "non-employee representatives" and decide on their remuneration. (3) Deliberating and approving the report of the board of directors. (4) Review and approve the report of the board of supervisors or supervisors. (5) To examine and approve the annual financial budget and final accounts of the Company. (VI) To examine and approve the profit distribution plan and loss recovery plan of the company. (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, change of corporate form, dissolution and liquidation of the company. (10) Amend the Articles of Association. The functions and powers of the board of directors are as follows: (1) Convene the shareholders' meeting and report its work to the shareholders' meeting; (2) Implementing the resolutions of the shareholders' meeting. (3) Decide on the company's business plan and investment plan (4) Formulate the company's annual financial budget plan and final accounts plan; (five) to formulate the company's profit distribution plan and loss compensation plan; (6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds; (seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company; (VIII) Deciding on the establishment of the company's internal management organization; (9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager; (10) Formulating the basic management system of the company From this comparison, from a legal point of view, the shareholders' meeting formulates policies, and the board of directors formulates plans and approves them to the shareholders' meeting. Simply put, the resolution of the shareholders' meeting is higher than the resolution of the board of directors. From a practical point of view, the largest shareholder, chairman and general manager (CEO) of many domestic limited liability companies or joint stock limited companies are all the same person (including the case that the chairman and major shareholder are Laozi and the general manager is his son). Because the board of directors is elected by the shareholders' meeting, all the members of the board of directors are large and medium-sized shareholders, while the minority shareholders holding small shares have no decision-making power or right to speak. This confuses the resolutions of the board of directors and the shareholders' meeting (after all, those people have the final say). For example, if a meeting resolution is made after the board meeting, it will not be reported to the shareholders' meeting for approval. However, a standardized company and a company with a correct management system should operate and manage according to laws and regulations. I'm not an authoritative expert either, but I just express my personal views based on my own life and theoretical knowledge. If you have different opinions, please advise.
Question 5: How to write the resolution of withdrawing shares at the shareholders' meeting depends on how to withdraw shares, one is equity transfer, the other is capital reduction of the company, and the procedures are different. Equity transfer is relatively simple.
Question 6: Can the resolution of the shareholders' meeting (board of directors) simply state the content of the resolution? Just state the time, place, people and the content of the resolution.
Question 7: The copy of the company's business license needs to be supplemented by the resolution of the shareholders' meeting. It's simple. Who attended the meeting at any time and place? The meeting decided to do business needs and decided to add several copies.
Question 8: How to write the time, place, participants and moderator of the shareholders' meeting in the template of three certificates in one?
Question 9: The minutes of the meeting are signed, and the resolutions of the shareholders' meeting need to be signed. Minutes and resolutions are two different documents, but resolutions still need to be signed. In fact, it is best to sort out the resolutions on the day of the meeting and sign them immediately.
Question 10: How to write the resolution of the shareholders' meeting with the financial seal removed? Corporate shareholders is a unit, so he requires a seal, and a natural person can sign or seal it. Even if there is corporate shareholders, the representative attending the shareholders' meeting is corporate shareholders. If the representative is authorized, he can also sign or seal the resolution of the shareholders' meeting, and the behavior of the shareholder representative will represent corporate shareholders.