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Q&A Regarding New Company Law of 2024 (20)

Answer
Q:
Can a limited liability company be changed into a joint stock limited company?
A:
Yes. When a limited liability company is changed into a joint stock limited company, the total amount of paid-in capital shall not be higher than the net assets of the company. When a limited liability company changes into a joint stock limited company and publicly issues shares to increase its registered capital, it shall do so in accordance with law.

Q:
What rights do shareholders of a joint stock limited company have?
A:
The shareholders have the right to consult and copy the articles of association, the register of shareholders, the minutes of shareholders' meetings, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company, and make suggestions or questions about the company's operation.

Q:
What is the board of shareholders of a joint stock limited company?
A:
The board of shareholders of a joint stock limited company is composed of all shareholders. The board of shareholders is the authority of the company, exercising its powers in accordance with the Company Law.

Q:
What functions and powers will the board of shareholders of a joint stock limited company exercise?
A: A joint stock limited company is the same as a limited liability company, the board of shareholders shall exercise the following functions and powers:
  1. Elect and replace directors and supervisors, and decide on matters related to the remuneration of directors and supervisors;
  2. Review and approve the report of the board of directors;
  3. Review and approve the reports of the board of supervisors;
  4. Review and approve the company's profit distribution plan and loss recovery plan;
  5. Make resolutions on the increase or decrease of the company's registered capital;
  6. Make resolutions on the issuance of corporate bonds;
  7. Make resolutions on merger, division, dissolution, liquidation or change of company form;
  8. Amend the articles of association;
  9. Other functions and powers stipulated in the articles of association.
The board of shareholders may authorize the board of directors to make resolutions on the issuance of corporate bonds.

Q:
How can a shareholder of a joint stock limited company with only one shareholder exercise his functions and powers?
A: A joint stock limited company is the same as a limited liability company, a joint stock limited company with only one shareholder does not set a board of shareholders. When a shareholder makes a decision within the scope of its functions and powers, it shall be in writing and shall be kept in the company after being signed by the shareholder or sealed.

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