What are the requirements for amending the articles of association?

Updated on Financial 2024-06-02
4 answers
  1. Anonymous users2024-02-11

    1. The resolution of the board of directors of the company to amend the articles of association of the company proposes a draft amendment to the articles of association.

    2. The shareholders' meeting shall vote on the amendment clauses of the articles of association. Amendments to the articles of association of a limited liability company must be approved by shareholders representing more than two-thirds of the voting rights; Amendments to the articles of association of shares **** shall be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders.

    3. When the amendment of the articles of association of the company involves matters that need to be approved, it shall be reported to the competent authority for approval. If the shares are issued for the registered capital, they must apply for approval from the provincial people's first authorized department; If it is a public offering, it must be approved by the ***** management department.

    4. If the amendment of the articles of association of the company involves matters that need to be registered, it shall be reported to the company registration authority for approval and the change registration shall be handled; If no registration matters are involved, it shall be sent to the company registration authority for the record.

    5. If the amendment of the articles of association of the company involves matters that need to be announced, it shall be announced in accordance with the law. If the company issues new shares to raise full funds, it must make an announcement in the manner prescribed by law or the articles of association.

  2. Anonymous users2024-02-10

    1.The right to amend shall be exercised by the shareholders' meeting of the limited liability company and the general meeting of shareholders of the shares.

    2.A limited liability company passes the voting rights of two-thirds of the shareholders; Shares are subject to two-thirds of the voting rights of shareholders present at the meeting.

  3. Anonymous users2024-02-09

    Legal analysis: The articles of association of the company can be amended, and the amendment shall be carried out in accordance with the provisions of the law and the articles of association, and the amendment of the articles of association of the company shall be approved by the vote of shareholders representing more than two-thirds of the voting rights.

    In accordance with the provisions of Article 37, Paragraph 1, Paragraph 10 and Paragraph 2 of Pibi, the shareholders' meeting shall exercise the following functions and powers: amend the articles of association.

    If the shareholders unanimously agree to the matters listed in the former service section in the form of a written meeting, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document.

    Article 43 stipulates that 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.

    Legal basis: Article 43 of the Company Law of the People's Republic of China The deliberations and voting procedures of the shareholders' meeting shall be stipulated in 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.

  4. Anonymous users2024-02-08

    Legal analysis: the process of amending the articles of association: 1. The resolution of the board of directors of the company to amend the articles of association proposes a draft amendment to the articles of association; 2. The shareholders' meeting shall vote on the amendment clauses of the articles of association. 3. When the amendment of the articles of association of the company involves matters that need to be approved, it shall be reported to the competent authority for approval. Wait a minute.

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

    Article 11 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 managers.

    Article 12 The business scope of the company shall be stipulated in the articles of association of the company and shall be registered in accordance with the law. The company may amend its articles of association and change its business scope, but it shall go through the registration of the change.

    The company's business scope is subject to approval in accordance with laws and administrative regulations, and shall be approved in accordance with the law.

    Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

    Article 25 The articles of association of a limited liability company shall specify the following matters:

    1) The name of the company and the 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 of procedure;

    7) the legal representative of the company;

    8) Other matters that the shareholders' meeting deems necessary to stipulate.

    Shareholders shall sign and seal the articles of association.

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