A resolution is a dated, signed (and often chopped) act at the right majority — a group chat is not a shareholders’ meeting.
The shareholders’ meeting (or sole shareholder decision) is the highest organ of a limited company. Company Law sets simple vs two-thirds majorities for different matters (AOA change, capital change, merger, dissolution). Sole shareholders must still make a written decision. SAMR, banks and counterparties want the template they recognise, plus ID and chops. Written circulation is possible if the AOA allows. This page is the vote machine. AOA is the constitution it amends.
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.
What majority does this matter need?
Ordinary vs two-thirds.
MajorityMeeting or written decision?
AOA plus sole-shareholder rules.
FormWill SAMR take this template?
Local window extras.
FileAny missing shareholder?
Service and quorum.
WhoWorking 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.
Can 100% parent skip minutes?
A sole shareholder still needs a written decision. Skipping paper is how banks stall.
Electronic signatures?
Some windows accept defined e-sign; many still want wet ink plus chop. Ask that window.
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.