The difference between the board of directors and the shareholders' meeting is that the general meeting of shareholders is a body composed of all shareholders and decides on major matters in the operation and management of the company. The board of directors is a business decision-making body, and generally speaking, the board of directors is mostly formed by shareholders, and a small number of members are elected by the general meeting.
Netizen consultation:
What is the difference between a board of directors and a general meeting of shareholders
Lawyer answers:
1. The composition is different.
1) The general meeting of shareholders shall be composed of shareholders;
2) The Board of Directors consists of directors.
2. Different responsibilities.
1) The main responsibility of the general meeting of shareholders is to make decisions on major matters, have the right to elect and dismiss directors, and have extensive decision-making power over the operation and management of the company
2) The obligations of the board of directors are mainly to prepare and keep the minutes of the board of directors, prepare the articles of association and various books, report the profit and loss of capital to the general meeting of shareholders in a timely manner, and apply for bankruptcy to the relevant authorities when the company becomes insolvent.
3. The nature is different.
1) The nature of the general meeting of shareholders mainly reflects the will of shareholders and the highest authority of the enterprise;
2) The nature of the board of directors is to solve the problem of institutional arrangements and trust the custodian. The general meeting of shareholders does not specifically and directly intervene in the production and operation management of the enterprise, it neither externally represents the enterprise and has relations with any unit, nor does it perform specific business internally, and cannot become the legal representative of the enterprise itself.
Lawyer adds:
What are the powers of the Board of Directors?
1. Formulate a plan for the merger, division, dissolution or change of the company's form.
2. Decide on the setting of the company's internal management organization.
3. 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, financial person in charge and their remuneration according to the nomination of the manager.
4. Formulate the company's basic management system.
5. Other functions and powers stipulated in the articles of association.
Laws and Regulations] Company Law
Article 44 A limited liability company shall have a board of directors with three to thirteen membersHowever, except as otherwise provided in Article 50 of this Law.
Where two or more state-owned enterprises or two or more other state-owned investment entities invest in a limited liability company, the board of directors shall include representatives of the company's employees;Other limited liability companies may have employee representatives on the board of directors. The employee representatives on the board of directors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
The board of directors shall have a chairman of the board of directors and may have a vice chairman. The method for selecting the chairman of the board of directors and vice chairman of the board of directors shall be stipulated in the articles of association.
Article 36 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
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