What are the procedures for a non shareholder to serve as a director?

There is no explicit provision in the Company Law that restricts non-shareholders from serving as chairmen. Article 45 of the Company Law stipulates that "the method for selecting the chairman and vice chairman of the board of directors shall be prescribed by the articles of association" of a limited liability company. This shows that if the legal representative is a non-shareholder member as stated in the articles of association jointly formulated by the company's investors and shareholders, it is permissible and does not violate the Company Law.

However, for the stock ****, the situation is different. According to the relevant provisions of the "Company Law", there are two situations for the generation of the board of directors of the company: one is the company established by initiation, and the board of directors is elected by the promoters.

The second paragraph of Article 82 of the Company Law stipulates that "after the promoter has paid all the capital contributions, the board of directors and the board of supervisors shall be elected". This means that the members of the Board of Directors and the Supervisory Board shall be elected from among the sponsor contributors. The second is a company established by fundraising, and the board of directors is elected by the founding meeting.

Article 91 of the Company Law stipulates that "the promoter shall preside over the founding meeting of the company within 30 days." The founding meeting is composed of subscribers. Article 92 of the Company Law stipulates that "the founding meeting shall exercise the following functions and powers:

3. Election of members of the Board of Directors; ”。Judging from the above two situations, the members of the board of directors of the shares should be elected by the promoters, and cannot be served by persons other than the promoters. Article 113 of the Company Law also clearly stipulates that "the chairman and vice chairman of the board of directors shall be elected by the board of directors with a majority of all directors.

That is to say, the chairman and vice chairman of the board of directors cannot be held by someone outside the board of directors, and of course, they cannot be held by anyone other than the members of the shareholders' meeting. To sum up, according to the relevant provisions of the Company Law, the method for selecting the chairman of the board of directors of a limited liability company shall be stipulated in the articles of association; The chairman of the board of directors is elected from among the board of directors, and its directors are elected from among the promoters. Therefore, for a limited liability company, if it is stated in the articles of association jointly formulated by the shareholders that the members of the shareholders' meeting of the investor entrust non-shareholder members to serve as the chairman of the board of directors and legal representatives, it is not illegal, which is an act of entrusting the first person to implement civil law; As far as the shares are concerned, the "Company Law" clearly stipulates that the chairman of the board of directors shall be elected from among the promoters and investors, and it is illegal to entrust non-shareholders members to serve as members.

1. The chairman is not necessarily a shareholder. The method for selecting the chairman of the board of directors is stipulated in the articles of association, and if the articles of association stipulate that a shareholder shall serve as the chairman, the shareholder shall serve as the chairman of the board;

2. If it is stipulated that the employee representative shall serve as the employee, the employee representative shall serve as the employee.

The duties and authority of the chairman are:

1. Convene and support the shareholders' meeting to promote the process of the meeting;

2. Convene and preside over board meetings;

3. Comply with laws, administrative regulations and articles of association;

4. Fulfill the duty of loyalty and diligence to the company.

The responsibilities of the chairman are as follows:

1. Preside over and convene the general meeting of shareholders, and be responsible for the implementation of the resolutions of the meeting;

2. Organize discussions and decide on the company's development plan, business policy and investment plan;

3. Organize discussions and decide on the company's annual business objectives and profit indicators;

4. Organize, discuss and sign the company's annual financial revenue and expenditure budget and annual profit distribution plan;

5. Organize discussions and formulate plans for increasing or decreasing the company's registered capital and issuing corporate bonds.

To sum up, it is not the shareholders who can be the chairman. The board of directors shall have a chairman of the board of directors and may have a vice chairman. The method for selecting the chairman of the board of directors and vice chairman of the board of directors shall be stipulated in the articles of association. Directors who are not employee representatives are elected and replaced by the shareholders' meeting, and non-shareholders can also serve as the chairman of the board.

Legal basis]:

Article 44 of the Company Law of the People's Republic of China.

A limited liability company has a board of directors with three to thirteen members; However, except as otherwise provided in Article 50 of this Law.

Where two or more state-owned enterprises or two or more other state-owned investment entities invest in a limited liability company, the board of directors shall include representatives of the company's employees; Other limited liability companies may have employee representatives on the board of directors. The employee representatives on the board of directors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.

The board of directors shall have a chairman, and the vice chairman may be appointed. The method for the selection of the chairman of the board of directors and the vice chairman of the board of directors shall be stipulated by the company's Zhang Pei Zucheng.

The Board of Directors is elected by the General Meeting of Shareholders. Each term of office is 3 years and may be renewed. Directors may be removed by resolution of the general meeting of shareholders during their term of office.

Directors elected from the shareholders of a legal person may be reappointed if they need to change their names due to internal reasons within the legal person, provided that the legal person submits valid documents and is confirmed by the board of directors of the company. In addition, the Board may, with the authorization of the General Meeting of Shareholders, at an appropriate time, add a number of working directors to the Board of Directors and posthumously approve them at the next general meeting. Working directors are senior management of the company's management body, and their duties, powers and benefits are the same as those of other directors.

Article 105 of the Company Law of the People's Republic of China provides that the general meeting of shareholders to elect directors and supervisors may, in accordance with the provisions of the articles of association of the company or the resolution of the general meeting of shareholders, implement the cumulative voting system.

The term "cumulative voting system" as used in this Law refers to the fact that when a general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used in a centralized manner.