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Q&A Regarding New Company Law of 2024 (14)

Answer
Q:
What functions and powers will the board of supervisors of a limited liability company exercise?
A:
The board of supervisors shall exercise the following functions and powers:
  1. Check the company's finances;
  2. Supervise the performance of duties by directors and senior managers, and propose the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the board of shareholders;
  3. Require directors and senior management to correct their actions when they harm the interests of the company;
  4. Propose to convene an extraordinary meeting of the board of shareholders and convene and preside over the meeting of the board of shareholders in the event that the board of directors fails to fulfill its duties under the Company Law;
  5. Propose proposals to the meeting of the board of shareholders;
  6. Initiate litigation against directors and senior managers in accordance with the provisions of the Company Law;
  7. Other functions and powers stipulated in the articles of association.

Q:
How long is each term of office of supervisors?
A:
The term of office of the supervisors shall be three years. When the term of office of a supervisor expires, he may be re-elected.

Q:
What shall the board of supervisors do when it finds that the company's operation is abnormal?
A:
If the board of supervisors finds that the company's operation is abnormal, it may conduct an investigation; If necessary, it may employ accounting firms to assist it in its work, and the expenses shall be borne by the company.

Q:
What are the methods of discussion and voting procedures of the board of supervisors?
A: Resolutions made by the board of supervisors shall be adopted by more than half of all the supervisors.
The resolution of the board of supervisors shall be voted on by one person, one vote.
The board of supervisors shall prepare minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.

Q:
Can a limited liability company not have a board of supervisors?
A: A limited liability company with a small scale or a small number of shareholders may not have a board of supervisors but have one director who shall exercise the functions and powers of the board of supervisors as provided for in the Company Law; There may also be no supervisors with the unanimous consent of all shareholders.

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