Change of board of directors, change of directors of the company

1. The resolution process for the change of board members should first depend on how such changes are agreed in the articles of association of the company, and the changes of board members shall be consistent with the provisions of the articles of association. If there is no agreement, the shareholders' meeting will meet to make a resolution, and then go to the local industry and commerce to make a change registration with the resolution. The process of change of directors and shareholders is as follows:

1. Application for Change of Company Registration signed by the legal representative (received, with the company stamped with the official seal); Second, the Power of Attorney for Enterprise (Company) Application for Registration (received, with the company stamped with the official seal) Third, the limited liability company changes the shareholder, submits the resolution of the original shareholders' meeting, and the fourth transfers, the equity transfer agreement signed by both parties; Fifth, if laws and administrative regulations stipulate that the change of shareholders or promoters of the company shall be submitted for approval, the approval documents of the relevant departments shall be submitted; Sixth, the original and copy of the company's business license. Note: These specifications shall apply to the change of shareholders and promoters or the change registration of share transfer of a company established in accordance with the Regulations on the Administration of Company Registration.

If there is a change in the company's registration items or filing items due to the change of shareholders or promoters, the corresponding documents shall be submitted in accordance with the provisions on change registration. Legal basis: Article 47 of the Company Law of the People's Republic of China The board of directors is responsible to the shareholders' meeting and exercises the following functions and powers:

1) Convene a meeting of the shareholders' meeting and report to the shareholders' meeting; (2) Implement 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 account plan; (5) Formulate the company's profit distribution plan and loss recovery plan; (6) Formulating plans for increasing or decreasing the company's registered capital and issuing corporate bonds; (7) Formulating a plan for the merger, division, dissolution or change of the form of the company; (8) Decide on the establishment of the company's internal management organization; (9) Decide on the appointment or dismissal of the company's managers and their remuneration, and decide on the appointment or dismissal of the company's deputy managers, financial leaders and their remuneration based on the nomination of the manager; (10) Formulate the company's basic management system; (11) Other functions and powers stipulated in the articles of association.

1. ** received by the Industrial and Commercial Bureau

1. Resolution of the shareholders' meeting;

2. Resolution of the board of directors (the changed director shall be the chairman of the board of directors and the legal representative of the company);

3. Amendments to the Articles of Association;

4. A copy of the ID card of the new legal person;

Except for wholly state-owned companies, the change of board members of other ordinary companies shall be produced by the general meeting of shareholders or the resolution of the shareholders' meeting, that is, the directors shall be selected from among the shareholders by the resolution of the shareholders' meeting, and then the change shall be filed with the industrial and commercial organs. The change of the legal representative of the enterprise is more troublesome. You can leave me a message for details.

Generally, it is sufficient to make a resolution of the board of directors, and it needs to be reported to the first party afterwards. According to the provisions and procedures of the Company Law and the Articles of Association, the process of changing the company's supervisors is as follows: 1. Convening a shareholders' meeting (1) To convene a shareholders' meeting, all shareholders shall be notified 15 days before the meeting; However, unless otherwise provided in the articles of association or otherwise agreed by all shareholders.

2) The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. (3) In accordance with Article 37 of the Company Law, the shareholders' meeting shall exercise the following functions and powers: in item (2), elect and replace directors and supervisors who are not employee representatives, and decide on the remuneration of directors and supervisors; 2. Form a meeting resolution 3. In accordance with the "Regulations of the People's Republic of China on the Administration of Company Registration", if there is a change in the directors, supervisors and managers of the company, it shall be filed with the original company registration authority.

Submit the following materials: (1) "Company Registration (Filing) Application Form" signed by the company's legal representative (the company is stamped with the official seal); (2) The "Certificate of Designated Representative or Co-Entrusted Person" signed by the company (stamped with the official seal of the company) and the copy of the ID card of the designated representative or entrusted person (signed by the person) shall indicate the specific entrustment matters, the authority of the entrusted person, and the period of entrustment; (3) "Directors, Supervisors and Managers of the Company", the resolution of the shareholders' meeting or the resolution of the board of directors or the written decision of the shareholders or other relevant materials, and the identity certificate of the new directors, supervisors and managers; If laws, administrative regulations and decisions stipulate that the amendment of the articles of association must be submitted for approval, a copy of the relevant approval documents or licenses shall be submitted; Extended information: The resolution of the shareholders' meeting (signed by the shareholders representing more than two-thirds of the voting rights, signed by the shareholders who are natural persons, and the shareholders other than natural persons shall be stamped with the official seal), the resolution of the board of directors (signed by the directors) or other relevant materials.

The shares **** shall be submitted to the minutes of the general meeting of shareholders (stamped with the official seal by the promoter representing more than two-thirds of the voting rights or signed and confirmed by the presiding officer of the general meeting of shareholders and the directors attending the meeting), and the resolution of the board of directors (signed by the directors). A person **** submits a written decision of the shareholder (if the shareholder is a natural person, it shall be signed by himself, and the legal person shareholder shall affix the official seal), the resolution of the board of directors (signed by the director) or other relevant materials. A copy of the ID card of the new director, supervisor and manager; When directors, supervisors and managers apply for the record and the company's relevant change registration at the same time, they can submit the relevant materials together and no longer fill in the "Company Filing Application Form"; The filing and registration can be completed in about seven working days, and the early rubber fee is waived. "

Answer: Specification materials need to be submitted for the change of directors: 1. Application for Company Filing signed by the legal representative (with the company's official seal); 2. The company's signed "Certificate of Designated Representative or Co-entrusting Person" (stamped with the company's official seal) and a copy of the identity document of the designated representative or entrusting person; The matters to be handled, the authority, and the authorization period of the designated representative or the co-entrusting person shall be indicated.

3. "Company Registration Schedule - Information of Directors, Supervisors and Managers" (with the company's official seal); 4. In accordance with the provisions and procedures of the Company Law and the Articles of Association, submit documents for the change of directors; A limited liability company submits a resolution of the shareholders' meeting (signed by the shareholders representing more than one-half of the voting rights), a resolution of the board of directors (signed by more than one-half of the directors) or other relevant materials. Shares**** Submit the minutes of the general meeting of shareholders (signed and confirmed by the presiding officer of the general meeting of shareholders and the directors attending the meeting), and the remaining resolution of the board of directors (signed by more than half of the directors). One-person limited liability company Submit a written decision signed by the shareholders, a resolution of the board of directors (signed by the directors).

The wholly state-owned company shall submit a written decision (with the official seal) and the resolution of the board of directors (signed by the directors) of the state-owned assets supervision and administration institution authorized by the local people or the people's assets at the same level authorized by the company. 5. The identity documents of the new directors are reprinted and printed; 6. A copy of the company's business license.

Procedures for the change of board of directors: if there is an agreement in the articles of association of the company for such changes, it shall be agreed upon; If there is no agreement, the shareholders' meeting will meet to make a resolution, and then go to the local industry and commerce to register the change with the resolution. The term of office of directors is prescribed by the articles of association, but each term shall not exceed three years.

Upon expiration of the term of office of the directors, they may be re-elected.

Paragraph 2 of Article 37 of the Company Law of the People's Republic of China.

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

2) Elect and replace directors and supervisors who are not represented by employees, and decide on the remuneration of directors and supervisors.

Article 45.

The term of office of directors is prescribed by the articles of association, but each term shall not exceed three years. Upon expiration of the term of office of the directors, they may be re-elected.

If a director fails to be re-elected in a timely manner upon the expiration of his or her term of office, or if a director resigns during his term of office, resulting in a resignation of a member of the board of directors below the quorum, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations and the articles of association of the company before the re-elected director takes office.

Legal analysis: According to the relevant provisions of the Company Law of the People's Republic of China, the board of directors is composed of directors, who are in charge of the company's affairs internally and represent the company's business decision-making and business execution externally. The board of directors shall have a chairman, a vice chairman, and the method for selecting the chairman and vice chairman shall be prescribed by the articles of association of the company, and shall generally be elected by the board of directors.

The term of office of directors shall be prescribed by the articles of association, with a maximum of three years, and upon the expiration of the term of office, they may be re-elected and re-elected, and the shareholders' meeting shall not dismiss the directors from their positions without cause before the expiration of their term of office.

The following procedures shall be fulfilled for the registration of the change of the board of directors of the company:

1. The company agrees to the change of directors through the general meeting of shareholders and signs the resolution of the general meeting of shareholders;

2. Submit materials to the Industrial and Commercial Bureau to apply for the change of board members. The materials that need to be watched are as follows:

1) Application for change of registration signed by the company's legal representative;

2) A copy of the copy of the business license (with the official seal);

3) Copies of ID cards of new members of the Board of Directors and Board of Supervisors;

4) Amendment to the Articles of Association (with official seal);

5) Resolution of the company's shareholders' meeting (signed and sealed by all shareholders);

6) Proof of the designation of a representative or a co-entrusting person.

Legal basis: Article 108 of the Company Law of the People's Republic of China A board of directors shall be established, and its members shall be five to nineteen. The board of directors may include representatives of the company's employees.

The employee representatives on the board of directors shall be democratically elected by the employees of the company through the employee congress, the job vacancy and the labor congress or other forms. Article 45 of this Law stipulates that the term of office of directors of a limited liability company shall apply to the directors of the company. Article 46 of this Law on the functions and powers of the board of directors of a limited liability company shall apply to the board of directors of the board of directors of the company.