Article 73 of the Company Law of People's Republic of China (PRC): After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
After the equity transfer, the company shall amend the Articles of Association, and record the shareholders and their capital contributions in the register of shareholders. The amendment of the Articles of Association does not require a vote at the shareholders' meeting. This is the only exception that amending the Articles of Association does not require a general meeting of shareholders. To apply for the change of the company's articles of association, you can hold the original resolution of the shareholders' meeting and the amendment of the company's articles of association (the company is sealed, and the shareholders of the company do not need to seal (sign) the amendment of the company's articles of association, but the legal representative of the company can sign).
Extended data:
Procedures for amending the Articles of Association:
1. Propose to amend the Articles of Association.
Generally, the board of directors proposes amendments. 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 may not be proposed temporarily during the meeting.
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.
3. Resolution of shareholders (general meeting)
The amendment of the Articles of Association belongs to the statutory authority of the shareholders' (general) meeting. Article 38 and 100 of China's Company Law stipulate the power of the 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 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.
5. 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.
6. 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.
References:
Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law
Baidu Encyclopedia-Articles of Association