If it is not in the AOA (or a lawful resolution), SAMR and counterparties may treat it as not existing.
Articles of association are mandatory. They state name, address, scope, capital, shareholders, organs, legal representative, and how resolutions are passed. SAMR files them. Foreign investors often need bilingual control provisions that still fit Company Law. A side shareholders’ agreement that contradicts the AOA is a fight waiting to happen. Changes need the statutory majority and a filing. This page is the constitution. Shareholder resolutions are the related pages machine.
4 questions before you choose the route.
This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.
Does the AOA match the deal?
Control, deadlock, transfer.
FitWho is legal representative and who appoints?
Organ map.
LRFiling version vs English side letter?
Which one SAMR has.
FileLast amendment dated?
Stale articles.
FreshWorking rule: Map the regulated role before marketing or launch in China.
The signal ledger.
These facts move the question beyond a label and into a product, money-flow and control analysis.
Bring a compact evidence docket—not a pitch deck.
Give a compliance team or counsel the operating facts that reveal the perimeter.
Questions people ask before they build.
Short answers for orientation. The right result can change with the service model and current rules.
Must AOA be in Chinese?
The filed version is Chinese. A translation is a courtesy, not the registry document.
Can we waive a board?
Small limited companies have more flexibility under current Company Law — still must pick a lawful organ set.
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.