The board is a decision machine with notices, quorums and minutes — a WeChat ‘all good’ is a weak exhibit.
Where the AOA requires a board, Company Law sets appointment, term, meetings, and reserved matters (some shared with shareholders). Small limited companies may use a single director instead. Supervisory structures changed in the 2023 law (audit committee options). Minutes and sign-in sheets are how you prove a resolution to banks and SAMR. Deadlock in a 50/50 JV board is a contract problem. This page is the body. Directors (the people) and shareholder resolutions are related pages.
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.
Must you have a board?
AOA vs small-company option.
NeedWhat is reserved to shareholders?
Do not let the board steal those votes.
ReserveNotice, quorum, voting?
AOA numbers.
MeetMinutes usable at a bank?
Chops and signatures.
ProofWorking 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.
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.