The articles of association of a joint stock limited company shall be formulated by the promoters and passed by more than half of the voting rights held by the subscribers attending the founding meeting; Amendments to the Articles of Association must be approved by more than two thirds of the voting rights held by shareholders attending the shareholders' meeting.
If the articles of association of the company lack the above-mentioned necessary items or the contents of the articles of association violate the provisions of national laws and regulations, the company registration authority shall require the applicant to make amendments; If the applicant refuses to modify it, the application for company registration shall be rejected.
The contents of the articles of association are the matters recorded in the articles of association.
According to Article 8 1 of the Company Law of China, the articles of association of a joint stock limited company contain as many as 12 items that should be put on record, which reflects the strict control of a joint stock limited company.
The provisions of item 12 include:
Name and domicile of the company; The business scope of the company; Mode of company establishment; The total number of shares, the amount of each share and the registered capital of the company; The name of the promoters and the number of shares subscribed; Rights and obligations of shareholders; Composition, authority, term of office and rules of procedure of the board of directors; Legal representative of the company; Composition, authority, term of office and rules of procedure of the board of supervisors; Measures for profit distribution of the company; Reasons for the dissolution of the company and liquidation methods; Measures for company notice and announcement; Other matters that the shareholders' meeting deems necessary to be recorded.
1 year 10, Article 18 of the Detailed Rules for the Implementation of the Regulations on the Administration of Registration of Enterprise as a Legal Person, which came into effect on October, stipulates that the contents of the articles of association of an enterprise as a legal person shall conform to the provisions of national laws, regulations and policies, and specify the following items:
Purpose; Name and domicile; Economic nature; The amount of registered capital and its source; Business scope and mode of operation; Organization and its functions and powers; The procedure and authority of the legal representative; Financial management system and profit distribution form; Labor employment system; Procedures for amending the articles of association; Termination procedure; Other matters.
The articles of association of a joint venture as a legal person shall also stipulate: the mode, amount and investment period of each party to the joint venture; Rights and obligations of members of the joint parties; Conditions and procedures for participation and withdrawal; The emergence, form, authority and decision-making procedure of the organization and management organization; Term of office of the principal responsible person.
According to the Company Law of China, the amendment of the Articles of Association shall be carried out in accordance with the following procedures:
1. The board of directors of the company made a resolution to amend the Articles of Association and proposed a draft amendment to the Articles of Association.
2. The general meeting of shareholders will vote on the revision of the Articles of Association. A limited liability company's amendment to its articles of association must be approved by shareholders representing more than two-thirds of the voting rights; A company limited by shares must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting to amend its articles of association.
3. When the revision of the Articles of Association involves examination and approval, it shall be reported to the competent government department for approval. Where a joint stock limited company issues new shares for registered capital, it must apply to the department authorized by the State Council or the provincial people's government for approval; If it is a public offering, it must be approved by the securities management department of the State Council.
4. If the amendment to the Articles of Association involves matters that need to be registered, it shall be reported to the company registration authority for approval, and the change registration shall be handled; If the registered items are not involved, it shall be filed with the company registration authority.
5. If the amendment to the Articles of Association involves matters that need to be announced, it shall be announced according to law. If a company issues new shares to raise enough funds, it must make an announcement in the manner prescribed by law or the articles of association.
6. To amend the Articles of Association, it is necessary to submit the Resolution of the Shareholders' Meeting and the Amendment of the Articles of Association to the company registration authority. Where the registered items are involved, the change can only be completed with the signature and seal of the company as a legal person.
References:
Articles of Association _ Baidu Encyclopedia