1. How to change the resolution of shareholders' meeting by legal person? Refer to the following model essay: Resolution According to the provisions of the Company Law and Articles of Association, the company held a shareholders' meeting in 20xx 10, and the shareholders present at the meeting accounted for 65,438+000% of the voting rights of the company. After voting, the shareholders representing 65,438+0,000% of the voting rights agreed and passed the following resolutions: (1) Reorganizing the personnel of the operation and management institutions. 1. Remove the executive director and legal representative of the company and appoint XXX as the executive director and legal representative of the company. (XXX ID card: xxxxxxxx, telephone number: xxxxxxxx). 2. Remove XXX from the position of company manager and elect XXX as company manager. (XXX ID card: xxxxxxxx, telephone number: xxxxxxxx). 3. The responsibilities of other personnel in the company remain unchanged. (II) Amendment to the Articles of Association XXXXXXXX Signature of all shareholders: XXXXXXXX Co., Ltd. Date II Company Change Process 1 Make an appointment for company change on the website of the industrial and commercial bureau where the company is registered. 2. Download relevant information on the website of the industrial and commercial bureau where the company is registered and fill it in truthfully. 3. Take the materials to the Industrial and Commercial Bureau to get the reservation number and hand in the materials. 4. If the materials are in doubt or other certificates are required by the local industrial and commercial bureau, the materials will be supplemented (generally no appointment is required next time). 5. If the materials are passed without doubt or supplemented, notice of change will be received. 6. Set a time to go to the Industrial and Commercial Bureau to get a new business license. 7. Carve a new company seal in the carving company. 8. Bring a new business license and all seals to the account opening bank to change the account opening license and seal. Note: The change of the "original enterprise" with the separation of five certificates needs to merge five certificates by the way, and there are many materials (such as five certificates) to be prepared, which will be relatively troublesome. Enterprises with three certificates in one and five certificates in one only need to go to the industrial and commercial bureau to change the legal person, and the industrial and commercial bureau will synchronize the company change information and share it with tax, social security and other departments. Legal person change also requires license change in exchange for a new account opening license and bank seal. For general companies, complete the change of legal person. However, if the company has other licenses marked with the words "legal representative of the company", such as ICP license (i.e. telecom and information service business license) and food business license, you need to change the legal person of these licenses in time after completing the above steps. In addition, if the company has import and export business, it needs to go to the customs, foreign exchange bureau and other departments to change the legal person. The materials needed for these changes are nothing more than the above-mentioned "evidence to prove that the changes are true". Do you need other suggestions to consult the local authorities? And the timing of changing these licenses must be grasped. Take ICP license as an example, and conduct annual inspection from June 4th to March 3rd, 654381every year. If you don't have the annual inspection on time or there are irregularities and false information, the Communications Administration will revoke your ICP license and stipulate that you can't apply for an ICP license again within three years. As we all know, every license of the company is a "passport" of a certain business scope of the company. Once revoked, it means that these business scopes cannot continue to operate within three years. Therefore, we must coordinate the annual inspection time when replacing the card, and don't miss the annual inspection. Note: It generally takes about 20 working days to handle the annual inspection of ICP business license. It takes about 30 working days to change ICP. Of course, if you want to make it faster, you can rush it.
Legal objectivity:
Article 41 of the Company Law of People's Republic of China (PRC) shall notify all shareholders fifteen days before the convening of the shareholders' meeting; However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. Article 42 of the Company Law of People's Republic of China (PRC), the shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association. Article 43 The mode of discussion and voting procedures of the shareholders' meeting in the Company Law of People's Republic of China (PRC) shall be stipulated in the articles of association, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.