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Q&A Regarding New Company Law of 2024 (12)

Answer
Q:
What functions and powers will the board of directors of a limited liability company exercise?
A:
The board of directors shall exercise the following functions and powers:
  1. Convene meetings of the board of shareholders and report the work to the board of shareholders;
  2. Implement the resolutions of the board of shareholders;
  3. Decide the company's business plan and investment plan;
  4. Formulate the company's profit distribution plan and loss compensation plan;
  5. Formulate plans for increasing or reducing the company's registered capital and issuing corporate bonds;
  6. Formulate plans for merger, division, dissolution or change of company form;
  7. Decide the setting of the company's internal management organization;
  8. Decide on the appointment or dismissal of the company's manager and his remuneration, and decide on the appointment or dismissal of the company's deputy manager, the financial controller and his remuneration on the basis of the manager's nomination;
  9. Formulate the basic management system of the company;
  10. Other functions and powers stipulated by the articles of association of the company or authorized by the board of shareholders.

Q:
Who are the members included of the board of directors of a limited liability company?
A:
The board of directors of a limited liability company shall consist of three or more members and may include representatives of the employees of the company. The board of directors shall have a chairman and may have a vice-chairman. The method for selecting the chairman and vice-chairman shall be prescribed by the articles of association of the company.

Q:
How long is each term of office of directors?
A:
The term of office of directors shall be prescribed by the articles of association, but each term shall not exceed three years. When the term of office of a director expires, he may be re-elected.

Q:
How do directors resign?
A: When a director resigns, he shall notify the company in writing, and the resignation shall take effect on the day the company receives the notice. If a director resigns during his term of office and the number of board members is less than the quorum, the original director shall continue to perform his duties before the newly elected director takes office.

Q:
How do directors be dismissed?
A: The board of shareholder may decide to dismiss a director, and the dismissal shall take effect on the date the resolution is made. Where a director is dismissed before the expiration of his term of office without justifiable reasons, the director may demand compensation from the company.

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