The classification screen

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.

01

Does the AOA match the deal?

Control, deadlock, transfer.

Fit
02

Who is legal representative and who appoints?

Organ map.

LR
03

Filing version vs English side letter?

Which one SAMR has.

File
04

Last amendment dated?

Stale articles.

Fresh

Working rule: Articles of association are mandatory. They state name, address, scope, capital, shareholders, organs, legal representative, and how resolutions are passed.

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal
Ask the operating question
Why it changes the route
US bylaws paste
Delaware template.
Wrong statute.
SHA only
Control in a side letter SAMR never saw.
Registries follow AOA.
Never updated after 2023 Company Law
Old organ names.
Gap.
Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01Filed Chinese AOAThe SAMR version.
02Shareholders’ agreementConflicts.
03Latest SAMR receiptWhat is on file.
Common confusions

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.