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某股份有限公司是由 A、B、C、D、E、F、G 七人共同设立的,其中 D、E、F 三资料仅供参考人在中国境内没有住所。公司设立三年后,因经营不善导致亏损,公司内部矛盾加剧。股东们要求董事长 A 召集股东大会遭到拒绝,副董事长 D 遂主动决定召开股东大会,拟罢免董事长和修改公司章程。

请问:

(1)作为发起人, D、E、F 三人在中国境内无住所,是否影响公司的合法设立,为什么 ?

(2)召开股东大会是谁的权限? D 在什么条件下才能主持召开股东大会?

(3)修改公司章程必须符合法律规定的什么条件

(4)公司财务负责人 B 被股东大会任命为兼任公司监事会成员, B 能否接受,为什么?

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正确答案:

(1)不影响。因为中国法律规定设立股份有限公司的发起人必须半数以上在中国境内有住所。

(2)召开股东大会的权限属于董事会。 D 作为副董事长,只有在董事长 A 指定情况下才能主持股东大会。

(3)修改公司章程属于公司重大事项,必须经出席股东大会的股东所持表决权的三分之二以上经过方为有效。

(4)B 不能接受。因为中国公司法规定公司的董事、 经理和财务负责人不能兼任公司监事。

答案解析:

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