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Corporate Service - China

Question

Frequently Asked Questions on the Organization Structure of a Limited Company in China

Answer
The organization structure of a limited liability company consists of a shareholders’ meeting, board of directors/executive director, board of supervisors/supervisor, general manager in accordance with the company law of the PRC. Besides that, a limited liability company shall appoint one legal representative. Kaizen hereby summarizes the following frequently asked questions and answers with respect to the foregoing structure and positions for your reference.

Q:
Who can be appointed as the legal representative of a limited liability company in China?
A:
According to the Company Law of the PRC, the legal representative of a company shall be assumed by either the chairman of the board (executive director if there is no board of directors) or general manager.

Q:
Are there any limit on the number of shareholders for a limited liability company in China?
A:
Yes. According to the Company Law of the PRC, a limited liability company shall have at least 1 shareholder. The maximum number of shareholders is 50.

Q:
Is it compulsory for a limited liability company in China to establish a board of directors?
A:
According to the Company Law of the PRC, a board of directors shall be established in a limited liability company. However, for a limited liability company with a relatively small number of shareholders or for a limited liability company relatively small in scale, it may appoint one executive director only and does not have to establish a board of directors.

Q:
Is it allowed to appoint only 2 directors for a limited liability company in China?
A:
It is not allowed. According to the Company Law of the PRC, the board of directors established by a limited liability company shall be composed of 3 up to 13 members. If there is no board of directors, then one executive director shall be appointed. Only 2 directors are not accepted.

Q: Is it possible for a body corporate to act as the director of a limited liability company in China?
A:
It is not allowed. According to the Company Law of the PRC, only a nature person (individual) can be appointed as the director of the company.

Q:
Is it compulsory for a limited liability company in China to establish a board of supervisors?
A:
According to the Company Law of the PRC, a board of supervisors which is composed of at 3 persons shall be established in a limited liability company. However, for a limited liability company with a relatively small number of shareholders or for a limited liability company relatively small in scale, it may appoint one or two supervisors and does not have to establish a board of supervisors.

Q:
Is it possible for a director or general manager to act concurrently as the supervisor of a limited liability company in China?
A:
It is not allowed. According to the Company Law of the PRC, no director or senior manager may concurrently serve as a supervisor.

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