The highest authority of a Sino-foreign joint venture is the board of directors. The organizational structure of a Sino-foreign joint venture is different from that of a domestic company: there is no shareholders' meeting, only a board of directors.
The board of directors is the highest authority of the enterprise.
The board of directors decides on major issues of the joint venture based on the principle of equality and mutual benefit.
This provision determines the nature and status of the highest authority body of the board of directors of Sino-foreign joint ventures.
The reason why Sino-foreign joint ventures do not have shareholders’ meetings is determined by their own characteristics: 1. In practice, the number of shareholders is small, usually two shareholders.
Therefore, there is no need to set up a shareholders' meeting.
2. The basic principle of board meetings of Sino-foreign joint ventures is the principle of equality and mutual benefit; no matter how small the investment is, the rules of procedure of the parties still follow the method of equal consultation to resolve conflicts and problems between investors. This method of solving problems
The method also determines the conditions and necessity for establishing a shareholders' meeting.
3. The allocation of directors of Sino-foreign joint ventures is determined by the Chinese and foreign parties with reference to the proportion of capital contribution. Board members can already represent the interests of their respective investors; this is why there is no need to establish a shareholders' meeting.
Extended information concept 1. Enterprises jointly invested by Chinese-foreign joint ventures or individuals and Chinese companies, enterprises or other economic organizations in China.
Its characteristic is that all parties to the joint venture jointly invest, operate jointly, bear risks and bear profits and losses according to their respective investment proportions.
The investment of each party is converted into a certain investment ratio, and the investment ratio of foreign partners is generally not less than 25%.
2. Characteristics of Sino-foreign joint ventures: (1) One party to the joint venture is a Chinese company or other economic organization; the other party is a foreign company or other economic organization or individual.
(2) Within the territory of China, it has obtained legal person status in accordance with Chinese laws and is a Chinese legal person.
Must comply with Chinese laws and regulations.
(3) It is a limited liability company.
(4) All parties to the joint venture shall abide by the principle of equality and mutual benefit, jointly contribute capital, operate jointly, and share profits, risks and losses in proportion to the registered capital of each party.
Capital 1. The capital of a joint venture consists of registered capital and borrowed capital.
The sum of the two is the total investment.
(1) The registered capital of a joint venture refers to the sum of the capital contributions subscribed by all parties to the joint venture, which are recorded in the contract and articles of association of the joint venture and approved and registered by the relevant competent authorities.
In the registered capital, the investment proportion of foreign partners shall generally not be less than 25%, and there is no upper limit.
(2) The borrowed capital of a joint venture refers to the funds borrowed in the name of the joint venture when the registered capital does not meet the total investment needs.
(3) The total investment in a joint venture refers to the sum of capital construction funds and production working capital that need to be invested in accordance with the production scale stipulated in the joint venture contract and articles of association.
An appropriate proportional relationship between the registered capital and total investment of a joint venture shall be maintained in accordance with the law.
2. The joint venture is a limited liability company.
The parties’ capital contributions include cash, physical objects and industrial property rights.
The Chinese partner can contribute capital with the right to use the site.
Cash investment shall be agreed upon by the joint venture parties in the contract.
Physical investment generally refers to machinery, equipment, factories, materials, etc.
Investments in industrial property rights and know-how must comply with legal conditions and provide relevant information.
The price when investing in site use rights should be the same as the usage fee payable for similar site use rights.
All parties to the joint venture shall pay their respective capital contributions on time.
The registered capital shall not be reduced during the joint venture period.
Registered capital is transferable.
Conditions of transfer.