Questions on running a company in China (31-40)
Time:2024-07-22 14:45:00Source:Click:次
31. What are the methods for the appointment and change of a company's legal representative?
Answer: The legal representative of a company is appointed according to the company's articles of association, usually being a director or manager who acts on behalf of the company. If a director or manager resigns from their role, it is considered a resignation from the position of legal representative as well. Upon the resignation of a legal representative, the company must appoint a new legal representative within 30 days from the date of resignation.
32. Can a company's legal representative resign?
Answer: Yes. Upon the resignation of a legal representative, the company must appoint a new legal representative within 30 days from the date of resignation. Furthermore, Article 35, Section 3 of the new "Company Law" stipulates: When changing a legal representative, the application for registration of the change must be signed by the new legal representative.
33. Can a blind person serve as a company's legal representative?
Answer: A blind person with full civil capacity can serve as a company's legal representative, except in the following cases:
1. The legal representative is legally or by administrative regulations or decisions of the State Council prohibited from serving as a legal representative.
2. The legal representative serves as a director or manager acting on behalf of the company but loses their qualifications as a director or manager.
3. The legal representative is currently undergoing criminal punishment or criminal compulsory measures and cannot perform the duties of a legal representative.
4. The legal representative is wanted by public security or state security authorities.
5. Other statutory circumstances that prevent the legal representative from performing their duties.
34. Are the terms "legal person" and "legal representative" synonymous?
Answer: No. Article 57 of the "Civil Code" stipulates: A legal person is an organization with civil rights and civil conduct capabilities, independently enjoying civil rights and bearing civil obligations according to the law. Article 61 states: The person responsible for representing the legal person in civil activities, as prescribed by law or the legal person’s articles of association, is the legal representative. For example, if A and B jointly invest in Company A, and B serves as the company’s legal representative, then A is the legal person, and B is the legal representative.
35. Is it necessary to notify other shareholders in advance when convening a shareholders' meeting?
Answer: When convening a shareholders' meeting, all shareholders must be notified 15 days before the meeting; however, different provisions in the company’s articles of association or agreements among all shareholders are exceptions.
36. What new methods have been added for convening shareholder meetings under the new "Company Law"?
Answer: The shareholders' meetings, board of directors, and supervisory board meetings can now be convened and vote using electronic communication methods, unless otherwise specified in the company’s articles of association.
37. How is voting rights determined in a shareholders' meeting resolution?
Answer: Voting rights at a shareholders' meeting are exercised by shareholders according to their capital contribution ratio; however, the company’s articles of association might specify otherwise.
38. Under what circumstances can a general resolution of the shareholders' meeting be passed by a simple majority of voting rights? When is a two-thirds majority required?
Answer: (1) The method and voting procedures of the shareholders' meeting, unless specified by the "Company Law", are determined by the company’s articles of association; (2) For ordinary resolutions: Resolutions of the shareholders' meeting must be passed by a simple majority of the voting rights represented; (3) For special resolutions: Resolutions to amend the articles of association, increase or decrease registered capital, merge, divide, dissolve, or change the company's form must be passed by at least two-thirds of the voting rights represented.
39. Under what circumstances are resolutions of the shareholders' meeting and the board of directors invalid?
Answer: Resolutions of the shareholders' meeting and the board of directors are invalid if their content violates laws or administrative regulations.
40. Under what circumstances can a shareholder request the People's Court to revoke a resolution of the shareholders' meeting or the board of directors?
Answer: If the procedures for convening the meeting or the voting methods of the shareholders' meeting or board of directors violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, a shareholder may request the People's Court to revoke the resolution within 60 days from the date the resolution was made. However, if the procedure for convening the meeting or the voting method has only minor flaws that do not substantively affect the resolution, such flaws are exempted.
