Articles of association of limited company
(For reference only)
Chapter I General Principles
Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and the provisions of relevant laws and regulations, a limited company (hereinafter referred to as the Company) is established with contributions made by equal parties (the legal contributor is less than 50 shareholders), and these Articles of Association are specially formulated.
Article 2 If the Articles of Association conflict with the provisions of laws and regulations, the provisions of laws and regulations shall prevail.
Chapter II Company Name and Domicile
Article 3 Company name:.
Article 4 domicile:.
(Note: The company takes the location of its main office as its domicile, and indicates the house numbers of the city (district), county, township (village) and street. )
Chapter III Business Scope of the Company
Article 5 Business scope of the company: (The above business scope shall be subject to the items recorded in the business license issued by the registration authority; The business scope and time limit involved in the license examination and approval shall be subject to the approval of the license examination and approval authority).
(Note: The company's business scope should refer to the national economy and industry classification standards, and be filled in according to the actual situation of the company's business projects. )
Article 6 When a company changes its business scope, it shall amend its articles of association and register the change with the registration authority.
Projects within the company's business scope that require approval according to laws, administrative regulations and the State Council decisions shall be approved according to law.
Chapter IV Registered Capital of the Company
Article 7 The registered capital of the company is RMB 1 10,000 yuan, which is the capital contribution subscribed by all shareholders registered in the company registration authority, and the shareholders are liable to the company to the extent of their capital contribution subscribed.
Article 8 Where a company changes its registered capital, it shall submit a capital verification certificate issued by a legally established capital verification institution and apply to the registration authority for registration of change.
When the company increases its registered capital, the contribution of the newly-increased capital subscribed by shareholders shall be implemented in accordance with the relevant provisions of the Company Law on the establishment of a limited company. If the company converts the statutory reserve fund into registered capital, the reserve fund retained by the company shall not be less than 25% of the registered capital of the company before the transfer.
Where a company reduces its registered capital, it shall apply for registration of change after 45 days from the date of announcement, and submit the relevant certificates of the company's announcement of the reduction of registered capital in newspapers and the explanation of the company's debt settlement or debt guarantee.
The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 9 The paid-in capital of the Company is RMB10,000.00 Yuan, which is the total share capital actually delivered by all shareholders and legally registered by the company registration authority.
Where a company changes its paid-in capital, it shall submit a capital verification certificate issued by a legally established capital verification institution, and pay its capital contribution in accordance with the time and manner stipulated in the Articles of Association. The company shall apply to the registration authority for registration of change within 30 days from the date of full capital contribution.
Article 10 Shareholders shall receive dividends in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. (Note: Shareholders can also decide whether to pay dividends in proportion to their capital contribution, or whether to give priority to their capital contribution. )
Article 11 Where a company changes its registered capital, paid-in capital and other registered items, it shall apply to the original company registration authority for registration of change.
Without the change of registration, the registered items shall not be changed without authorization.
Chapter V Name, Amount, Mode and Time of Contribution of Shareholders
Article 12 The names of shareholders are as follows:
Name, domicile and ID card (or certificate) number of the shareholder.
Shareholder1xxxxxxxxxxxx
Shareholder 2xxxxxxxxxxxx
Shareholder 3xxxxxxxxxxxxx
XXX
Article 13 The amount, mode and time of contribution of shareholders are as follows:
Time limit for payment of subscription and paid-in balance by shareholder's name
amount of contribution
Mode of contribution shareholding ratio (%) Amount of contribution Mode of contribution Time of contribution Mode of contribution Time of contribution
Shareholder 1
Shareholder 2
Shareholder 3
XXX
The total amount is RMB billion, of which RMB billion is contributed in cash.
(Note: Please fill in this form according to the actual situation. If the balance payment period exceeds 2 times, this form should be filled in according to the actual situation. )
(The content of this article, or expressed in words, is as follows:)
Article 13 The amount, mode and time of contribution of shareholders are as follows:
Shareholder 1: The subscribed capital contribution is RMB XXX million, accounting for XX% of the registered capital, which shall be fully paid in XX installments within two years from the date of establishment of the company. In the first phase, RMB XXX million was contributed in cash (or in kind, intellectual property rights and land use rights), accounting for XX% of the subscribed capital contribution, which was paid before the company was established and registered; In the second phase, RMB XXX million will be invested in cash (or in kind, intellectual property rights and land use rights) and paid before XX, XX, 200X; Rmb XXX million was contributed in cash (or in kind, intellectual property rights and land use rights) in XX period, which shall be paid in full within two years from the date of establishment of the company.
Shareholder 2: The subscribed capital contribution is RMB XXX million, accounting for XX% of the registered capital, which shall be fully paid in XX installments within two years from the date of establishment of the company. In the first phase, RMB XXX million was contributed in cash (or in kind, intellectual property rights and land use rights), accounting for XX% of the subscribed capital contribution, which was paid before the company was established and registered; In the second phase, RMB XXX million will be invested in cash (or in kind, intellectual property rights and land use rights) and paid before XX, XX, 200X; In the third phase, RMB XXX million will be invested in cash (or in kind, intellectual property rights and land use rights) and paid before XX, 200X; Rmb XXX million was contributed in cash (or in kind, intellectual property rights and land use rights) in XX period, which shall be paid in full within two years from the date of establishment of the company.
Shareholder 3: XXX
(Note: When the company is established, the initial contribution of all shareholders shall not be less than 20% of the registered capital, nor shall it be less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. The monetary contribution of all shareholders shall not be less than 30% of the registered capital. Shareholders are not allowed to make capital contribution at a fixed price by labor service, credit, natural person's name, goodwill, franchise or secured property. Shareholders shall abide by the relevant provisions if they contribute capital with property other than currency, physical objects, intellectual property rights and land use rights. )
Article 14 Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the company's bank account; In kind, intellectual property rights, land use rights and other non-monetary property at a fixed price. , can be valued in money, can be transferred according to law, go through the formalities of property right transfer according to law, and after being appraised by an asset appraisal institution with appraisal qualification, the capital verification institution will conduct capital verification.
If a shareholder fails to pay the capital contribution in accordance with the regulations, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full on schedule, in addition to paying the capital contribution in full to the company.
After the establishment of the company, it is found that the actual price of the non-monetary property contributed by the company is obviously lower than the amount stipulated in the company's articles of association, and the contributed shareholders will make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
After the capital contribution is made by shareholders, the capital must be verified by a legally established capital verification institution and a certificate must be issued.
(Note: If all contributions are made in cash, the relevant contents of non-monetary contributions in this article shall be deleted. )
Article 15 After the company is established, it shall issue a capital contribution certificate to shareholders; The company has a register of shareholders, and the shareholders recorded in the register of shareholders can exercise their rights according to the register of shareholders.
After the establishment of the company, shareholders may not withdraw their capital contribution.
Article 16 After the initial capital contribution of shareholders has been verified by a legally established capital verification institution, the representative designated by all shareholders (or the agent entrusted by all shareholders) shall apply to the company registration authority for registration of establishment.
Chapter VI Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 17 The shareholders' meeting is composed of all shareholders and is the authority of the company, exercising the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Deliberating and approving the report of the board of supervisors (supervisors without the board of supervisors);
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To 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) Amending the Articles of Association.
(eleven) other functions and powers. (Note: At the discretion of shareholders. If the shareholders have not made specific provisions, this item shall be deleted. )
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.
Article 18 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 19 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. (Note: In this article, shareholders can decide how to exercise their voting rights. )
Article 20 Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings shall be held on time according to the specified time (note: the number and time of meetings shall be decided by shareholders themselves). If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or supervisors without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting. (Note: This paragraph can be decided by the shareholders themselves)
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign (or seal) the minutes.
Article 21 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
If the board of directors is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or supervisors without a board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
Article 22 The resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by shareholders representing more than two thirds of the voting rights. (Note: Other discussion methods and voting procedures at the shareholders' meeting can be decided by the shareholders themselves)
Article 23 The company has a board of directors, which is composed of three persons (statutory 3- 13) elected by the shareholders' meeting. The term of office of the directors is years (each term shall not exceed three years), and they may be re-elected at the expiration of the term.
The board of directors shall have a chairman and a vice-chairman elected by shareholders. (Note: Shareholders decide for themselves how to form the chairman and vice chairman. A limited company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other limited company board members may include company employee representatives. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.
Article 24 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) To convene the shareholders' meeting and report to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) Examining and approving the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers. (Note: At the discretion of shareholders. If the shareholders have not made specific provisions, this item shall be deleted. )
Article 25 The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors.
Article 26 The voting on the resolutions of the board of directors shall be one person, one vote.
The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
(Note: Other discussion methods and voting procedures of the board of directors are decided by shareholders themselves. )
Article 27 The company shall have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(8) Other powers granted by the board of directors. (Note: It is decided by the board of directors. If the board of directors has not made specific provisions, this article shall be deleted. The above contents can also be decided by the board of directors. )
The manager attended the board meeting.
Article 28 The Company shall set up a board of supervisors, which shall consist of 20 members, including representatives of employees. (Note: The number of members of the board of supervisors shall not be less than three, and the members shall be determined by the shareholders themselves, but the proportion of employee representatives shall not be less than one third. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors.
Directors and senior managers shall not concurrently serve as supervisors. (Note: Senior managers refer to managers, deputy managers, financial officers and other personnel as stipulated in the Articles of Association. )
The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.
Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.
(Note: A limited company with a small number of shareholders or a small scale may have one or two supervisors instead of a board of supervisors. )
Article 29 The board of supervisors (supervisors without a board of supervisors) shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of directors and senior managers in performing the duties of the Company, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting;
(3) To require directors and senior managers to correct their actions when they harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in the Company Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the directors and senior managers;
(7) Other functions and powers. (Note: At the discretion of shareholders. If the shareholders have not made specific provisions, this item shall be deleted. )
Supervisors may attend board meetings as nonvoting delegates.
Article 30 The board of supervisors shall meet at least once a year, and the supervisor may propose to convene an interim meeting of the board of supervisors.
The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
(Note: Other discussion methods and voting procedures of the Board of Supervisors are decided by shareholders themselves. )
Article 31 The expenses necessary for the Board of Supervisors and supervisors without a Board of Supervisors to exercise their functions and powers shall be borne by the Company.
Chapter VII Legal Representative of the Company
Article 32 The legal representative of the company is the chairman (or manager) (note: it shall be determined by the shareholders themselves) and registered according to law. The legal representative of the company signs the relevant documents on behalf of the company, and the term of office is years (each term is not more than three years), which is produced by the shareholders' meeting (or the board of directors) (by election, appointment or other means), and can be re-elected at the expiration of the term.
Article 33 Where the legal representative changes, it shall apply for registration of change within 30 days from the date when the resolution or decision on change is made.
Chapter VIII Other matters deemed necessary by the shareholders' meeting.
Article 34 Shareholders may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
(Note: In view of the contents of this article, shareholders may also determine other equity transfer methods according to law. )
Article 35 After the shareholders transfer their shares according to law, the company shall amend the articles of association and the records of shareholders and their capital contributions in the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 36 The business term of the company is years, counting from the date when the company's business license is issued.
Upon the expiration of the business term, the company can survive by amending its articles of association.
The company must go through the change registration when extending the business term.
Article 37 The Company is dissolved for the following reasons:
(1) The business term stipulated in the Articles of Association expires;
(2) The shareholders decide to dissolve.
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of the Company Law.
(6) Other reasons for dissolution. (Note: At the discretion of shareholders. If the shareholders have not made specific provisions, this item shall be deleted. )
Where the company is dissolved due to the provisions in items (1), (2), (4) and (5) of the preceding paragraph, a liquidation group shall be established within five days from the date when the reasons for dissolution appear, and liquidation shall be started. The liquidation group of the company is composed of shareholders.
Article 38 If the company is dissolved and should be liquidated according to law, the liquidation group shall, within 10 days from the date of its establishment, file the names of the members and responsible persons of the liquidation group with the company registration authority for the record.
Article 39 The liquidation group shall notify creditors within 60 days from the date of its establishment and make an announcement in the newspaper within 60 days.
During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 40 During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the Company Law.
After the liquidation of the company, the liquidation group shall prepare a liquidation report, which shall be confirmed by the shareholders' meeting (or the people's court), and apply to the original company registration authority for cancellation of registration within 30 days from the date of liquidation, and announce the termination of the company.
(Note: In addition to the above clauses, shareholders may list other contents that they think need to be recorded according to the relevant provisions of the Company Law. )
Chapter IX Supplementary Provisions
Article 41 Where a company invests in other enterprises or provides guarantees for others, a resolution shall be made by the shareholders' meeting (or the board of directors).
Where the company provides a guarantee for the company's shareholders or actual controllers, a resolution must be made by the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
Article 42 The registered items of a company shall be subject to the approval of the company registration authority.
Article 43 Other matters not specified in the Articles of Association shall be governed by the relevant provisions of the Company Law.
Article 44 The Articles of Association shall be jointly formulated by all shareholders and shall come into force as of the date of establishment of the company (unless otherwise stipulated by national laws and regulations).
Article 45 The Articles of Association shall be made in duplicate, one for the shareholders, one for the company and one for the company registration authority.
Signature and seal of all shareholders:
200X XX month XX day
Precautions:
1. This reference text is applicable to a limited company with a board of directors and a board of supervisors, but not to a limited company with executive directors and supervisors.
2, where underlined, should be filled in; If it is required to fill in selectively, it should be filled in selectively according to the regulations. When writing formally, irrelevant contents such as underline, pink prompt and this note should be deleted.
3. Projects that are required to be examined and approved by laws, administrative regulations and the State Council decisions in the business scope shall be examined and approved according to law, and relevant documents or certificates shall be submitted. If you can't submit it, delete the relevant items yourself.
4. It is required to print on A4 paper, and the 4th (or small 4th) is in Song Dynasty (or imitation Song Dynasty). If there are many pages, you can print on both sides. Alteration is invalid, copying is invalid.
5. Shareholders shall sign and seal the Articles of Association, which means: if shareholders are natural persons, they shall sign; If the shareholder is a non-natural person, it shall be sealed.
6. The reference text of the Articles of Association is for reference only. When drafting the Articles of Association, shareholders shall make corresponding provisions on the Articles of Association according to the Company Law of People's Republic of China (PRC), the Regulations of the People's Republic of China on the Administration of Company Registration and the actual situation of the company. However, the articles of association shall clearly stipulate the matters specified in Article 25 of the Company Law of People's Republic of China (PRC).