Shareholder Resolutions in China

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.

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.

What majority does this matter need?

Ordinary vs two-thirds.

Majority

Meeting or written decision?

AOA plus sole-shareholder rules.

Form

Will SAMR take this template?

Local window extras.

File

Any missing shareholder?

Service and quorum.

Who

Working rule: The shareholders’ meeting (or sole shareholder decision) is the highest organ of a limited company.

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

WeChat screenshot

Used as a capital-increase resolution.

Will bounce.

Wrong majority

50% on an AOA amendment.

Voidable.

English only

No Chinese filed version.

Registry.

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 voting clausesNumbers.

02Signed Chinese resolutionNames matching SAMR.

03Attendance/ID copiesWhat the window asked last time.

Common confusions

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.

PRC Company Law (NPC laws database)

SAMR

Gov.cn

National laws database (NPC)