The company's loan or foreign loan must be approved by the shareholders' meeting. Borrowing behavior is related to the company's debt and creditor's rights, which will directly affect the legitimate rights and interests of shareholders. Therefore, a general meeting of shareholders must be held. Generally speaking, more than half of the shareholders agree to borrow, and most shareholders do not agree to borrow.

1. Does the loan require the approval of the shareholders' meeting?

Borrowing requires the approval of the shareholders' meeting, and the company's borrowing is a major issue, and it is necessary to convene a shareholders' meeting to make a resolution. After consent, a written agreement shall be made on the resolution of the shareholders' meeting. Unless otherwise specified in the articles of association or approved by the shareholders' meeting, the directors and managers of the company shall not lend the assets of the company to others without authorization.

The shareholders' meeting shall exercise the following functions and powers:

1. Decide the company's business policy and investment plan (directional guidance);

2. Elect and replace directors and supervisors who are not employee representatives, and decide on the remuneration of directors and supervisors;

3. Review and approve the report of the board of directors;

4. Review and approve the report of the board of supervisors or supervisors;

5. Review and approve the company's annual financial budget plan and final accounts plan;

6. To review and approve the company's profit distribution plan and loss recovery plan;

7. To make resolutions on increasing or decreasing the registered capital of the company;

8. Make resolutions on the issuance of corporate bonds;

9. To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;

10. Modify the Articles of Association;

1 1. Other functions and powers stipulated in the Articles of Association.

Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.

2. What are the conditions for convening an extraordinary general meeting of shareholders?

According to the company law

Article 100

It is stipulated that the shareholders' (general assembly) meeting shall be held once a year. In any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months.

(1) When the number of directors is less than two thirds as stipulated in this Law and the Articles of Association;

(2) When the company's uncompensated losses reach one third of the total paid-in share capital;

(3) The request of shareholders who individually or collectively hold more than 0/0% of the shares of the company/KLOC.

(4) When the board of directors deems it necessary;

(5) The time proposed by the board of supervisors.

(6) Other circumstances stipulated in the Articles of Association.

Therefore, we can see that, except in statutory circumstances, the law follows the principle of autonomy of will, and gives the shareholders of the company the right to set their own matters that need to be held in the articles of association.

It does not mean that the shareholders' meeting should be held only when the company lends money to other customers in the name of the company, nor does it mean that the shareholders' meeting should be held only when the company borrows money from the bank and the company needs capital turnover. No one can decide on these matters that need to be discussed at the shareholders' meeting as stipulated in the articles of association. The above is the content compiled by Bian Xiao. There are online lawyers. If you have any questions, please feel free to consult.