The New Company Law on Changes in Company Organizational Structure

2024 01/31

The changes in the provisions of the new Company Law regarding the organizational structure of companies are as follows:


1. The new company law allows companies to independently decide on their governance structure. The current Company Law requires that the corporate governance structure must be a dual layered model of the board of directors/executive director+supervisory board/supervisor, while the new Company Law allows companies to implement a single governance structure of the board of directors. Specifically, as follows:


A limited liability company may establish an audit committee composed of directors in the board of directors in accordance with the provisions of the company's articles of association, to exercise the powers of the supervisory board as stipulated in the Company Law, without establishing a supervisory board or supervisors.


A limited liability company may establish an audit committee composed of directors in the board of directors in accordance with the provisions of the company's articles of association, to exercise the powers of the supervisory board as stipulated in the Company Law, without establishing a supervisory board or supervisors. The audit committee shall consist of three or more members, and more than half of the members shall not hold any position in the company other than a director, nor shall they have any relationship with the company that may affect their independent and objective judgment. The company may establish other committees in the board of directors in accordance with the provisions of the company's articles of association.


Special, limited liability companies with smaller scale or fewer shareholders may not have supervisors with the unanimous consent of all shareholders.


2. The new Company Law will adjust the number of members of the board of directors of limited liability companies from three to thirteen as stipulated in the current Company Law to three or more. The number of members of the board of directors of limited liability companies will also be adjusted accordingly, consistent with the regulations of limited liability companies. The new Company Law introduces employee directors and stipulates that members of the board of directors of a limited liability company may include representatives of the company's employees. For limited liability companies with more than 300 employees, except for those that have a supervisory board in accordance with the law and have representatives of the company's employees, their board of directors should include representatives of the company's employees. Employee representatives among the members of the company's board of directors can become members of the audit committee. The employee representatives in the board of directors are democratically elected by the company's employees through the employee representative assembly, employee assembly, or other forms. The regulations of limited liability companies are also the same. Specifically, limited liability companies with smaller scale or fewer shareholders may not have a board of directors and have one director to exercise the powers of the board of directors as stipulated in the Company Law. The new Company Law introduces the same provisions for limited liability companies.


That is to say, limited liability companies with smaller scale or fewer shareholders may, with the unanimous consent of all shareholders, have no supervisors and only one director. A company that does not belong to a smaller scale or has fewer shareholders may, in accordance with the provisions of the company's articles of association, establish an audit committee composed of directors in the board of directors to exercise the powers of the supervisory board as stipulated in the Company Law, without establishing a supervisory board or supervisors. A company that does not belong to a smaller scale or has fewer shareholders, and has more than 300 employees, except for a supervisory board established in accordance with the law and a representative of the company's employees, its board of directors should include a representative of the company's employees.


3. The new Company Law further expands the powers of the supervisory board while making it a company's revocable organization. It stipulates that the supervisory board may require directors and senior management to submit reports on their performance of duties, aiming to strengthen its supervisory function.