In-depth analysis of the work flow guidance of shareholders' meeting in limited liability company

Efficiency is the soul of doing a good job-chesterfield

Only by establishing standards can they be implemented happily. Whether it is a physical store or a corporate meeting, there are corresponding standard processes. We divide the workflow guide for holding the shareholders' meeting of a limited liability company into seven steps:

1. Propose a meeting.

Step 2 call a meeting

3. Notice of meeting

4. Material preparation

5. Venue layout

6. Meeting process

7. Post-meeting work

0 1 recommended.

The following units may propose to the board of directors or the executive director to convene a general meeting of shareholders:

Shareholders representing more than one-tenth of the voting rights

More than one third of the directors

If the board of supervisors or the supervisors of a company without a board of supervisors propose to hold an interim meeting, an interim meeting shall be held.

There are five points to note:

1. The shareholders' meeting proposed by the directors need not be approved by the board of directors, but only be proposed by more than one third of the directors. Where more than one third of the directors are more than one person, it shall be jointly proposed by the directors.

2. Minority shareholders have the right to propose a general meeting of shareholders only if they meet one of the following three conditions:

(1)10% or more voting rights

② It accounts for more than one third of the seats on the board of directors.

(3) Possessing more than half of the seats on the board of supervisors (the board of supervisors must first make a proposal through a resolution of the shareholders' meeting), or serving as a company supervisor in a company without a board of supervisors.

3. The subject who proposes to convene a general meeting of shareholders shall first submit a written proposal to the board of directors or the executive director.

4. (Protecting minority shareholders and major shareholders who are not directors and supervisors) The subject who proposes to convene a shareholders' meeting should pay attention to keeping the written proposal documents.

5. The executive director may directly convene a meeting without proposal.

02 meeting held

Three ways of convening:

① After receiving the proposal, the board of directors or the executive director starts to convene a meeting and prepares to send a notice of the meeting to all shareholders.

(2) If the board of directors or the executive director fails to perform the duties of convening the shareholders' meeting, it shall be convened by the board of supervisors or the company supervisor without the board of supervisors.

(3) If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one-tenth of the voting rights may convene it by themselves.

Need to pay attention to the following three points:

1. The meeting convened by the board of supervisors or supervisors is based on the premise that the board of directors or executive directors cannot perform or fail to perform their duties of convening the shareholders' meeting; Shareholders representing more than one-tenth of the voting rights shall convene the shareholders' meeting on the premise that the board of directors or executive directors are unable or unable to perform their duties of convening the shareholders' meeting, and the board of supervisors or supervisors shall not convene the meeting.

2. (Protecting minority shareholders and major shareholders who are not directors and supervisors) The board of directors or executive directors "fail to perform" or "fail to perform" the convening duties, and the board of supervisors or supervisors "fail to convene"

It is not easy to prove in business, so we should pay attention to collecting and retaining relevant evidence. At the same time, the details of "non-performance", "non-performance" and "non-convening" can also be stipulated in the company's articles of association.

Circumstances, if it is stipulated in the Articles of Association that "XX fails to fulfill its obligation to convene and notify the shareholders' meeting within five working days after receiving the written proposal from the qualified entity, it is deemed that XX has failed to fulfill its obligation to convene the shareholders' meeting."

3. If the voting rights of each shareholder's representative are less than one tenth, and it is necessary to convene more than one shareholder, all documents (such as written proposal documents, meeting notices, etc.) formed during the convening process shall be confirmed by all the conveners.

03 meeting notice

The convener shall notify all shareholders fifteen days before the meeting, and pay attention to the following ten points:

1. The date of the meeting shall be determined first, and then all shareholders shall be notified fifteen days in advance.

2. The notice period can be changed through the articles of association or the consent of all shareholders.

3. In the case that the convener is the board of directors or the board of supervisors, since the board of directors and the board of supervisors are not natural persons or legal persons, the documents formed during the meeting shall be

Sign the "Board of Directors of XX Company" or "Board of Supervisors of XX Company" and affix the official seal of the company. If the official seal cannot be affixed, the resolution of the board of directors or the board of supervisors to convene the shareholders' meeting shall be attached.

After the notice, it should be indicated that the subject of the notice is the board of directors or the board of supervisors, instead of sending the meeting notice directly in the name of the company.

4. The notice of the meeting shall include the time, place and topic of the meeting.

5. After the notice of the meeting is issued, if some shareholders request to modify the time and place of the meeting, or the convener requests to modify the time and place of the meeting due to his own thoughtlessness, the convener shall notify all shareholders again fifteen days before the meeting is held.

6. The law is not clear whether the contents of the notice of the meeting include the agenda of the meeting. In order to avoid disputes, it is suggested to add meeting topics to the notice.

7. According to the law, the notice time of the meeting can be changed by amending the company's articles of association or otherwise agreed by all shareholders, but it must not make shareholders objectively unable to attend the shareholders' meeting, otherwise it may be deemed invalid by the court.

8. If there is no special agreement in the articles of association or shareholders' agreement, try to use a written notice and keep the receipt of the letter; If it is a SMS or WeChat notification, it should be saved.

Notification information; If it is delivered by mail, it is necessary to prove that the email address is the other party's common address. For example, if the other party often uses e-mail address to communicate with us on work matters, and it is in the content of communication.

If its name is displayed, the mailbox can usually be identified as a delivery mailbox; If notified by telephone, all recalls shall be reserved. If litigation, short messages and micro-messages are involved due to the above notification methods,

Letters, mailboxes and telephone recordings must be notarized.

9. If there is no special agreement in the articles of association and shareholders' agreement, and the other party cannot be contacted, or the other party intends to avoid the notice, it can be served by announcement in the form of newspaper, but the law does not make an announcement.

The premise of serving the application clearly stipulates that the whereabouts of the addressee are unknown or cannot be served by other means. Therefore, other delivery methods should be exhausted first or there is evidence to prove the whereabouts of the other party.

Ming's case was announced in the newspaper.

10. If the notice and delivery method are agreed in advance in the articles of association or shareholders' agreement, delivery defects can be avoided. The contents of the agreement shall include: the method of notification, the circumstances and time of deemed delivery, the recipient and the address of delivery, etc. If the other party is a company, the contact person should be specified and listed.

04 material preparation

Two days before the meeting, the convener prepared the following meeting materials in advance:

Minutes of meeting (one shareholder attending the meeting)

Agenda (one copy for each shareholder)

Attendance form of participating shareholders

Login forms for other participants

Voting (one vote for each shareholder)

Resolution of shareholders' meeting

minutes of the meeting

05 venue layout

65438+ 0 days before the meeting, arrange the venue in advance according to the needs of the meeting.

06 meeting process

On the day of the meeting, the meeting was as follows:

Shareholder sign-in

The host declared the meeting closed.

Read out the meeting bill

Shareholders present at the meeting voted on the proposal and signed the voting ticket for confirmation.

Count the voting results and make voting statistics.

The host announced the voting results of the meeting.

Shareholders present at the meeting signed the resolution of the meeting.

Organize the minutes of the meeting and submit them to the shareholders attending the meeting for signature.

Meeting host:

(1) convened by the board of directors, presided over by the chairman; When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.

② If there is no board of directors, the executive director shall preside over the meeting.

(3) convened by the board of supervisors or supervisors, presided over by the board of supervisors or supervisors.

(four) convened by shareholders representing more than one-tenth of the voting rights, presided over by them.

Vote on the motion:

1. The shareholders' meeting shall be voted by shareholders.

Shareholders should vote according to their own free will. In order to prevent shareholders from being controlled or coerced by others when voting, participants can be limited to shareholders and necessary participants through special provisions in the articles of association.

② Shareholders may entrust others to attend the shareholders' meeting and exercise their voting rights. Because the general meeting of shareholders may involve the business secrets of the company, it can be stipulated in the articles of association that "shareholders may not entrust participants other than shareholders."

Participate in shareholders' meetings and exercise voting rights. Where the shareholders are corporate or other unincorporated organizations, the participants shall be the legal representatives of the shareholders, shareholders of the company, business partners or employees. Where a shareholder appoints its employee to attend the meeting, it shall submit the labor contract with the employee. "

2. Shareholders shall exercise their voting rights in proportion to their capital contribution.

① The Company Law only stipulates that shareholders have the right to vote according to the proportion of their capital contribution, but it is not clear whether the proportion of capital contribution is subscribed or paid, which should be made clear through the articles of association.

(2) The voting method shall be in written form to avoid voting by show of hands; According to the sensitivity of the topic, the voting can be combined by secret ballot; According to the specific situation, design a bill table and decide to vote on one or all bills at a time.

(3) Specific voting rules can be designed in the company's articles of association, especially the rules for selecting the tellers and tellers (especially when voting by secret ballot), and voting votes and voting counting tables can be made. After voting, shareholders can sign and confirm the voting counting tables and file them.

④ The shareholders' meeting is not about how to do it, but about whether to do it or not.

Meeting resolution:

For matters other than special matters, the number of people with voting rights must support the adoption, and the articles of association should be clear, for example, it should be agreed that "it should be passed by more than half of the voting rights held by shareholders present at the meeting" or "it should be passed by more than half of the voting rights held by shareholders who have not given up voting rights."

Meeting minutes:

① The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders attending the meeting shall sign the minutes.

Tip: In practice, shareholders may leave the meeting angrily without signing, but this will not result in the resolution of the shareholders' meeting being invalid or revocable. However, in order to prove that shareholders attend the meeting, an attendance form should be prepared, and shareholders attending the meeting should be invited to sign in before the meeting begins.

② The minutes of the meeting shall record the meeting time, meeting place, meeting convener, meeting notice time, meeting host, names of shareholders attending the meeting, etc.

Post-meeting work

After the meeting, the whole set of meeting materials will be sorted and filed on the same day.

Exception: If the shareholders agree in writing, they can make a decision directly without convening a shareholders' meeting, and all shareholders will sign and seal the decision document.

I have output the full text as a tool, so please contact me if necessary.

For enterprises, it is often not enough to have standards, but also need to be output as a tool. Simple and easy to copy, even a fool can operate.

For more commercial dry goods and the latest information, please continue to pay attention to:

Business operation tycoon, the gathering place of 3 million entrepreneurs!