WHAT 董事会 MEANS
What 董事会 means
For companies that use a board structure, the board implements shareholder decisions and handles specified management matters such as business plans, investment proposals, internal organisation and appointment of senior management, subject to the Company Law and articles.
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Why the role matters
Foreign investors often negotiate board composition, quorum and reserved matters. Those contractual rights should be checked against the statutory structure and the filed articles.
CONTEXT
Where you see the term
ContextWhat it means there
Joint venturesBoard seats and nomination rights are negotiated.
Board resolutionsEvidence formal approval of specified matters.
Corporate changesBoard action may be one step in a wider registration process.
TRANSLATION NOTE
文/A
Translation note
“Board of directors” is standard. 董事会 is the collective body; 董事 is an individual director.
AUTHORITY
Primary legal basis
ILLUSTRATIVE EXAMPLE
Example
A foreign investor has two of five board seats, but a reserved matter requires a supermajority under the articles. The seat count alone does not determine control.
SOURCES AND REVIEW
Primary authorities.
18 Sep 2026
OFFICIAL SOURCESUPPORTSCHECKED
PRC Company Law (2023 revision)
The law states the board’s principal functions and interaction with shareholders and management.
MAINTAINED BYChina Legal Portal Editorial
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