Who makes the company's articles of association?

The company's articles of association are very important to the company, which is equivalent to an internal rules and regulations. Usually, the company's articles of association should be formulated when the company is established. , so who formulated and modified the articles of association of the limited liability company? Let’s take a look together!

1. Who formulated and modified the articles of association of the limited liability company

When a limited liability company is established, the company's articles of association are jointly formulated by the shareholders.

Amendments to the company's articles of association are exercised by the shareholders' meeting. The shareholders' meeting's vote on the resolution to amend the company's articles of association must be approved by shareholders representing more than 2/3 of the voting rights.

2. Things to note when drafting the company’s articles of association

(1) It should comply with the mandatory provisions of laws and administrative regulations

When formulating or revising the company’s articles of association, it should be Pay attention to three issues:

1. The right to formulate or amend the company's articles of association belongs to the shareholders' meeting;

2. The formulation or amendment of the company's articles of association must be carried out by resolution of the shareholders' meeting;

3. The formulation or modification of the company’s articles of association shall not violate the mandatory provisions of the company law.

After the formulation of the company's articles of association is approved by the shareholders' meeting, the shareholders sign or seal the company's articles of association, and then apply for establishment registration to the industrial and commercial administration authorities.

Amendment of the company's articles of association should follow the following procedures:

First, the board of directors proposes a proposal to amend the company's articles of association and proposes a draft amendment to the company's articles of association;

Secondly, Notify other shareholders of the proposal to amend the company's articles of association;

Third, the shareholders' meeting will vote on the amendments to the company's articles of association. A resolution to amend the company's articles of association must be passed by shareholders representing more than 2/3 of the voting rights and a shareholders' meeting resolution must be made. After the shareholders' meeting resolution on amending the company's articles of association is made, the company should apply to the industrial and commercial administration authority for registration of the change.

(2) It must be organically integrated with corporate governance

Most of the governance models of my country's limited companies consist of the shareholders' meeting, the board of directors and the board of supervisors. The shareholders' meeting is the company's authority body, and the board of directors is the The executive body of the company, the supervisory board is the supervisory body of the company. In the process of formulating and revising the company's articles of association, the three major institutions must be organically integrated with corporate governance to maximize their effectiveness. How to achieve organic integration, you should pay attention to the following issues:

1. Clear and detailed rules of procedure for shareholders’ meetings should be stipulated to facilitate the convening, voting, formulation and adoption of resolutions and other series of issues. There are rules to follow. At the same time, the rights and obligations of shareholders and shareholders' meetings should be formulated in detail and be operable.

2. The operation of the board of directors should be standardized.

(1) It is necessary to clarify the scope of power of the board of directors, especially the allocation of power between the board of directors and the shareholders’ meeting;

(2) It is necessary to standardize the rules for the appointment and removal of directors and establish standardized Director qualifications, candidate recommendation, review, shareholder meeting election, removal and other rules, while making it clear that directors can only be served by natural persons with full capacity;

(3) It is necessary to establish and improve the rules of procedure for the board of directors, including the Make clear and specific provisions on the convening, notification, effective number of attendees, preparation of topics, voting methods, effectiveness, agency, records, information disclosure, etc. of board meetings;

(4) Emphasize the diligence of directors Obligations require directors to not only abide by laws, regulations and articles of association, but also emphasize their duties of loyalty and diligence, and prohibit directors from exceeding their authority, misappropriating company property, misappropriating company funds, taking advantage of their positions to harm the company's interests, etc.

3. The role of the board of supervisors should be fully utilized. Not only must the powers and obligations of the board of supervisors and supervisors be clarified, but the composition and rules of procedures of the board of supervisors must also be improved. More importantly, the channels and guarantees for the board of supervisors to exercise their powers must be clarified so that the board of supervisors can truly play a supervisory role.

(3) Improve the content of the company’s articles of association as much as possible to make it practical

Since legal provisions are often too principled and lack operability in actual application, the company’s articles of association themselves have to solve The problem is to refine these principled regulations and make them operable. Therefore, formulating a standardized and scientific company's articles of association will enable the company and shareholders to follow the rules and avoid disputes between shareholders. The shareholders and promoters of a company must consider carefully when formulating the articles of association and make the provisions clear and detailed to avoid ambiguity.

1. Legally recorded matters must be clearly stated. The first ten matters stipulated in Article 25 of my country's "Company Law" are all indispensable for the establishment and operation of a company. The omission of any matter will cause the company's articles of association to be invalid, and the company will not be able to register. . Therefore, when formulating the articles of association of a limited liability company, special attention should be paid to ensuring that the content specified in the articles of association covers all necessary recording matters. In addition, the provisions on these necessary recorded matters must be legal, true and clear, and the content must not conflict with the provisions of the Company Law and other laws and regulations.

2. Any recorded matters must be reasonable and legal. The content of the articles of association is an agreement between shareholders. As long as the intention is true and does not violate the mandatory provisions of the law, it is legal and valid. Therefore, the company's articles of association should fully consider the company's own situation, clearly and in detail provide for situations that can be taken into account and that are prone to disputes, and refine and supplement content that is not stipulated by law or is not specific enough.

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