Whether the corporate action violates the Companies Act

A: A board resolution should be given. The reason for this is that the election and replacement of directors shall be exercised by the shareholders' meeting, and the board of directors shall not have the right to exercise, therefore, the shareholders may apply to the court in accordance with the provisions of the law.

Legal basis: Company Law.

Article 22 The resolutions of the shareholders' meeting or the general meeting of shareholders or the board of directors of a company that violate the law and administrative regulations are invalid.

If the convening procedures of the shareholders' meeting, the general meeting of shareholders, or the board of directors meeting are in violation of laws, administrative regulations or the articles of association of the company, or the content of the resolution violates the articles of association, the shareholders may apply to the people's court within 60 days from the date of the resolution.

In the case of shareholder litigation, the people's court shall, in accordance with the provisions of the preceding paragraph, require the shareholder to provide corresponding guarantees at the request of the company.

If the board of directors decides to change the registration according to the shareholders' meeting or the general meeting of shareholders, and the people's court declares the resolution invalid or the resolution, the company shall apply to the company registration authority for modification of the registration.

Article 38, paragraph 1 of Article 100 stipulates that the provisions of the Act applicable at the general meeting of shareholders refer to the shareholders of the limited liability company.

Article 38 The shareholders' meeting shall exercise the following functions and powers:

1) Decide on the company's business policy and investment plan;

2) Elect and replace non-employee representatives as directors, directors and supervisors whose remuneration is determined by the supervisors;

c) To review and approve the report of the Board of Directors;

4) To review and approve the reports of the Board of Directors, the Board of Supervisors or the Supervisors; > (e) to consider and approve the company's annual financial budget plan and final account plan;

6) Review and approve the company's profit distribution plan and loss recovery plan;

7) To increase or pass a resolution to reduce the registered capital of the company;

h) Resolutions on the issuance of corporate bonds;

9) To make resolutions on the merger, division, dissolution, liquidation or change of the form of the company;

10) Resolutions of the articles of association;

11) Other duties stipulated in the articles of association.

1.In addition to the statutory accounting books, the financial department of the people's government at or above the county level shall order corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan. where a crime is constituted, criminal responsibility is pursued in accordance with law.

2.If the company makes false records or conceals important facts in the financial and accounting reports and other materials provided to the relevant competent departments in accordance with the law, the relevant departments shall impose a fine of not less than 30,000 yuan but not more than 300,000 yuan on the directly responsible person in charge and other directly responsible personnel.

3.If the company does not withdraw the statutory provident fund in accordance with the provisions of the Company Law, the financial department of the people's government at or above the county level shall order it to make up the amount that should be withdrawn, and the company may be fined less than 200,000 yuan.

4.If a company fails to notify or announce creditors in accordance with the provisions of the Company Law when merging, dividing, reducing its registered capital or carrying out liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the company.

5.If the company conceals its assets, makes false entries in the balance sheet or property list, or distributes the company's property before the debts are liquidated, the company registration authority shall order the company to make corrections and impose a fine of not less than 5% but not more than 10% of the amount of the company's property before the concealment of the assets or the distribution of the company's assets before the debts are not liquidated; The directly responsible managers and other directly responsible personnel are to be fined between 10,000 and 100,000 RMB. where a crime is constituted, criminal responsibility is pursued in accordance with the provisions of the Criminal Law, and the directly responsible managers and other directly responsible personnel are to be sentenced to up to 5 years imprisonment or short-term detention, and/or a fine of between 20,000 and 200,000 RMB.

6.If the company carries out business activities unrelated to the liquidation during the liquidation period, the company registration authority shall give a warning and confiscate the illegal gains.

7.If a company fails to commence business for more than 6 months without justifiable reasons after its establishment, or suspends business for more than 6 consecutive months after commencing business, its business license may be revoked by the company registration authority.

8.When there is a change in the company's registration items, if the relevant change registration is not completed in accordance with the provisions of the Company Law, the company registration authority shall order the registration within a time limit; If the registration is not made within the time limit, a fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed.

9.If a foreign company violates the provisions of the Company Law by setting up a branch office in China without authorization, the company registration authority shall order it to make corrections or close down, and may impose a fine of not less than 50,000 yuan but not more than 200,000 yuan.

10.If a company violates the provisions of the Company Law, it shall bear civil liability for compensation and pay fines and penalties, and if its property is insufficient to pay, it shall first bear civil liability for compensation.

Legal Analysis: The legal consequences of a company's violation of the Company Law are:1

In addition to the statutory accounting books, the financial department of the people's government at or above the county level shall order corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan. where a crime is constituted, criminal responsibility is pursued in accordance with law. If the company makes false records or conceals important facts in the financial and accounting reports and other materials provided to the relevant competent departments in accordance with the law, the relevant departments shall impose a fine of not less than 30,000 yuan but not more than 300,000 yuan on the directly responsible managers and other directly responsible personnel.

3.If the company does not withdraw the statutory provident fund in accordance with the regulations, the people's finance department at or above the county level shall order it to make up the amount that should be withdrawn, and the company may be fined less than 200,000 yuan. 4.

If the company fails to notify or announce the creditors in accordance with the provisions when merging, dividing, reducing the registered capital or carrying out liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the company.

Legal basis: Company Law of the People's Republic of China Article 5 The company must comply with laws and administrative regulations, abide by social morality and business ethics, be honest and trustworthy, accept the supervision of the public and bear social responsibilities.

The legitimate rights and interests of the company are protected by law and are not infringed.

Legal Consequences of Violating the Company Law: If an accounting book is set up in addition to the statutory accounting books, the people's financial department at or above the county level shall order corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan.

where a crime is constituted, criminal responsibility is pursued in accordance with law, and so on.

Legal basis: Company Law of the People's Republic of China

Article 199 Whoever, in violation of the provisions of this Law, falsely declares the registered capital, submits false materials, or adopts other means of deception to conceal important facts to obtain the registration of a company, the company registration authority shall order it to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of the falsely declared registered capital on the company that has falsely declared the registered capital; Companies that submit false materials or use other fraudulent means to conceal important facts shall be fined not less than 50,000 yuan but not more than 500,000 yuan; and where the circumstances are serious, revoke the company's registration or revoke the business license.

Article 200 Where the promoters or shareholders of a company make false capital contributions, fail to deliver or fail to deliver the monetary or non-monetary assets used as capital contributions on time, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of the false capital contributions.

Article 201 Where the promoters or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital contributions withdrawn.

Article 202 If a company violates the provisions of this Law by setting up accounting books in addition to the statutory accounting books, the people's finance department at or above the county level shall order it to make corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan.