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

Must you have a board?

AOA vs small-company option.

Need
02

What is reserved to shareholders?

Do not let the board steal those votes.

Reserve
03

Notice, quorum, voting?

AOA numbers.

Meet
04

Minutes usable at a bank?

Chops and signatures.

Proof

Working rule: Where the AOA requires a board, Company Law sets appointment, term, meetings, and reserved matters (some shared with shareholders).

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
WhatsApp board
No notice, no minutes.
Hard to file.
Copy Delaware reserved matters
Ignoring Company Law lists.
Mismatch.
Even split no chair
50/50 without a casting vote.
Deadlock by design.
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.

01AOA meeting clausesQuorum and notice.
02Minute bookLast 12 months.
03SAMR filings that needed board approvalCapital change etc.
Common confusions

Questions people ask before they build.

Short answers for orientation. The right result can change with the service model and current rules.

Is a supervisor still required?

The 2023 Company Law allows more flexibility (including audit committees). Read the current text and your AOA.

Can the board appoint the LR?

If the AOA says the LR is a director/manager, the appointment path still has to match the AOA and SAMR.

Primary authorities

Reviewed sources support orientation, not a fact-specific assessment.

PRC Company Law (NPC laws database)
SAMR
Gov.cn
National laws database (NPC)