Can the Articles of Association do so?

1. Article 43 of the Company Law of the People's Republic of China stipulates: "The deliberations and voting procedures of the shareholders' meeting shall be stipulated by the articles of association of the company, except as provided in this Law.

Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights. ”

2. The provisions of this article can be regarded as the minimum proportion of shareholders required by law to pass the above resolutions. Therefore, the articles of association can be more stringent than this provision, such as the consent of all shareholders is required. However, it cannot be lower than this minimum percentage requirement, and such a provision is invalid if it is only approved by shareholders representing more than one-third of the voting rights.

3. Therefore, the articles of association of the company may stipulate that the resolution of the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as the resolution of the company's merger, division, dissolution or change of the company's form, must be approved by the consent of all shareholders.

More detailed information could be provided to provide more accurate legal advice.

Watson & Band Law School [Legal Minute] In the articles of association, there are actually many clauses that can be freely designed. However, not all freely designed terms are binding on all shareholders. In this issue, lawyer He Zhichen will tell you about "Are the other provisions of the company's articles of association valid?" ”

1. What are the provisions of the articles of association in the Company Law?

1. The articles of association of the company refer to the basic documents formulated by the company in accordance with the law, stipulating the company's name, domicile, business scope, and management system and other major matters, as well as the necessary regulations of the company and the written documents of the basic rules of the company's organization and activities.

2. Legal basis: Article 11 of the Company Law of the People's Republic of China.

Articles of Association] The articles of association of the company must be formulated in accordance with the law to establish a company. The articles of association of the company are binding on the company, shareholders, directors, supervisors and senior management.

2. How to establish the articles of association.

The Articles of Association are established as follows:

1. Distinguish the form of the company first, and clarify whether the company you start is a limited liability company or a share: there is still a big difference between the two in the formulation of the articles of association of the company = the content of the articles of association of a limited liability company is mainly recorded in Article 25 of the Company Law, and the main content of the articles of association of the shares is recorded in Article 82 of the Company Law. You can choose the content of the articles of association according to the nature of the company.

2. The content of the articles of association should meet the statutory requirements of Taiwan, and the main content should be fully possessed: Article 25 of the Company Law of China has made clear provisions on the framework structure of the articles of association of a limited liability company, and these provisions are indispensable when drafting the articles of association, and each content should be formulated according to the actual situation.

3. Some special matters should be clearly stipulated in the articles of association: for example, after the establishment of the company, when investing in other companies or providing guarantees, whether the board of directors decides or the shareholders' meeting makes the decision, should be clearly stipulated in the articles of association, so as to avoid disputes caused by unclear statements in the future. If there is no terms of reference for the executive director of the board of directors, it should also be clearly stipulated in the articles of association, and the record of the functions and powers of the executive directors in the articles of association is the authorization of the executive directors in the form of law.

4. Some contents can be separately stipulated in the articles of association: that is, the Company Law has made uniform provisions on relevant issues, but the articles of association of the company are allowed to make different provisions on this.

5. Do not copy and copy: the formulation of the company's articles of association is a very critical part of the company's establishment, and the formulation of the articles of association can not have a quick idea, let alone copy other people's articles of association. Each company's business scope, equity structure, management methods, etc. are different, especially with regard to foreign investment, guarantees, and whether to vote according to equity or by number of people, each company has its own arrangements, and copying and copying can easily lead to the articles of association and its own company, which will cause difficulties in actual implementation.

6. Drafted by professionals: the content of the articles of association is relatively varied, especially the articles of association of the shares are slightly more complicated. Therefore, the charter is not something that can be drafted by any one person.

It is suggested that whether it is the establishment of a limited liability company or the establishment of shares, professionals should be entrusted to draft according to the actual situation, and the articles of association can be drafted so that the company's operation can be more secure.

The one-person articles of association must have: According to Chinese law, a one-person limited liability company is established in accordance with the provisions of an ordinary limited liability company, so it must have a company charter. The articles of association of the company are the necessary documents for the establishment and existence of any nature of the company, which refers to the basic documents formulated by the company in accordance with the law and stipulating the company's name, domicile, business scope, operation management system and other major matters.

1. Conditions for the establishment of a one-person limited liability bulk fiber company.

The conditions for the establishment of a one-person limited liability company are as follows:

1. Shareholders meet the quorum;

2. The amount of capital contribution subscribed by all shareholders in accordance with the provisions of the articles of association of the company;

3. Shareholders jointly formulate the articles of association;

4. Have a company name and establish an organizational structure that meets the requirements of a limited liability company;

5. Have a company domicile.

As an independent legal person, a limited liability company enjoys an independent personality, independent property and independent legal liability. Therefore, when shareholders set up a limited liability company, they must comply with the provisions of the law, which includes that there should be fewer than 50 shareholders; The company must have sufficient funds to function properly. Without the capital contribution of the shareholders, it is impossible for the company to be established.

The total amount of capital contributed by shareholders must reach the minimum amount of authorized capital. If the minimum amount of registered capital of a limited liability company in a specific industry is higher than the limit specified in the preceding paragraph, it shall be separately stipulated by laws and administrative regulations, such as the auction industry shall require at least 1 million yuan of registered capital. The articles of association of the company shall be formulated by all investors on the basis of voluntary consultation, and with the consent of all investors, shareholders shall sign and seal the articles of association.

At the same time, a limited liability company should have a clear domicile, name and organizational structure that meets the requirements, of which the organizational structure generally refers to the shareholders' meeting, the board of directors, the board of supervisors, the manager or the shareholders' meeting, the executive director, one or two supervisors, and the manager.

2. What are the conditions and procedures for the establishment of the company?

The conditions for the establishment of the company are: 1. The shareholders meet the quorum; 2. Shareholders jointly formulate the articles of association; 3. There is a capital contribution subscribed by all shareholders in accordance with the provisions of the company's articles of association; 4. Have a company name, domicile, and an organization that meets the requirements. The procedures for company formation are:

1. Pre-approval of the name of the application; 2. Apply for establishment registration with the company registration authority and submit the required documents; 3. The company registration authority shall review and issue a business license according to law.

Article 23 of the Company Law of the People's Republic of China.

To establish a limited liability company, the following conditions shall be met:

1) The shareholders meet the quorum;

2) There is a capital contribution subscribed by all shareholders in accordance with the provisions of the company's articles of association;

3) Shareholders jointly formulate the articles of association;

4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;

5) Have a company domicile.

Articles of association are generally required for the establishment of a company. The Articles of Association are not only the internal code of conduct for shareholders and the company's organization, but also have the effect of publicity. A successful company must be a company with a distinctive personality, and the company's personality is mainly reflected in the specific provisions of its articles of association, and is known to the outside world through the articles of association.

The articles of association of the company refer to the basic documents formulated by the company in accordance with the law and stipulate the company's name, domicile, business scope, operation and management system and other major matters, and are also the necessary written documents of the company to stipulate the basic rules of the company's organization and activities.

Article 25 of the Company Law The articles of association of a limited liability company shall specify the following matters: (1) the name and domicile of the company; (2) The company's business scope; (3) The registered capital of the company; (4) the name or title of the shareholder; (5) The method of capital contribution, the amount of capital contribution and the time of capital contribution of shareholders; (6) The company's organization and its formation methods, powers, and rules for discussion; (7) The legal representative of the company; (8) Other matters that the shareholders' meeting deems necessary to stipulate. Shareholders should sign and seal the articles of association of the company.

1. Characteristics of the company's articles of association.

1. Legality. Legality mainly emphasizes that the legal status, main content, amendment procedures and validity of the company's articles of association are mandatory by law, and no company shall violate them. The articles of association of the company are one of the necessary conditions for the establishment of the company, whether it is the establishment of a limited liability company or the establishment of shares****, the articles of association must be made by all shareholders or promoters, and must be submitted to the company registration authority for registration when the company is established.

2. Authenticity. Authenticity mainly emphasizes that the content recorded in the company's articles of association must be objective and consistent with the facts.

3. Autonomy. The autonomy is mainly reflected in: first, the articles of association of the company, as a code of conduct, are not formulated by the state but by the company in accordance with the law, and are the result of the unanimous expression of the will of the company's shareholders; Second, the articles of association of the company are a kind of code of conduct other than the law, which is implemented by the company itself and does not require the coercive force of the state to ensure its implementation; Third, as the company's internal regulations, the company's articles of association only extend to the company and relevant parties, and do not have universal binding force.

4. Openness. Openness is mainly for shares. The content of the company's articles of association should be disclosed not only to investors, but also to the general public, including creditors.

2. Is there a limit to the constitution of ****?

The company laws of various countries have clear provisions on the content of the company's articles of association, and these provisions are mainly reflected in the company's recorded matters. Depending on whether the articles of association are clearly stipulated by law, they are divided into necessary items and optional items. The matters that must be specified or selected by law are necessary to be recorded.

If the law does not expressly provide for it, the matters to be recorded at will be arbitrarily recorded if the person who drafts the articles of association chooses to record them at will. According to the impact of the legally required items on the validity of the company's articles of association, the necessary items can also be divided into absolutely necessary items and relatively necessary items. The content of the above items mentioned in the articles of association of the company will have some differences in different countries and different companies, but it is nothing more than the following three aspects:

Investigate the rights and responsibilities of the shareholders and members of the company; the company's rules of organization; The company's powers and rules of conduct.

According to the Company Law of the People's Republic of China, the articles of association of a limited liability company must contain the following matters: the name and domicile of the company; the company's business scope; Registered capital of the company; the name of the shareholder; rights and obligations of shareholders; the method and amount of capital contribution of shareholders, and the conditions for shareholders to transfer capital contributions; the company's organization and its formation method, powers, and rules of procedure; the legal representative of the company; the reasons for the dissolution of the company and the liquidation method; Other matters that the shareholders' meeting deems necessary to record.

3. Amendment of the Articles of Association.

In any of the following circumstances, the company shall amend the articles of association:

1) After the amendment of the Company Law or relevant laws and administrative regulations, the matters stipulated in the articles of association are in conflict with the provisions of the amended laws and administrative regulations;

2) The company's situation has changed, and the matters recorded in the articles of association are inconsistent;

3) The general meeting of shareholders decides to amend the articles of association.