Chapter I Company Name and Domicile
Article 1 Company name: Xishuangbanna XX Property Management Co., Ltd. (hereinafter referred to as "the Company")
Article 2 Company domicile:No. XX, XX Road, Jinghong City.
Chapter II Business Scope of the Company
Article 3 Business scope of the company: property management; Real estate agents and agents.
Article 4 A company may amend its articles of association and change its business scope, but it shall register the change. Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.
Chapter III Registered Capital and Paid-in Capital of the Company
Article 5 The registered capital of the company: XX million yuan.
Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; If the capital contribution is made by non-monetary property, the capital contribution shall be made without any guarantee, pledge or mortgage, and the property right transfer formalities have been handled according to law, and the price has been evaluated.
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.
Article 6 Paid-in capital of the Company: XX million yuan.
The registered capital of the Company is RMB XX,000,000.00 Yuan, which shall be paid in full at one time before the establishment of the Company.
Article 7 Where a company increases its registered capital, the shareholders shall apply for registration of change within 30 days from the date of paying the full amount of capital contribution. 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.
Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Chapter IV Names and Domiciles of Shareholders
Article 8 The names and addresses of shareholders are as follows:
Shareholder: XXX Real Estate Development Co., Ltd.;
Address:No. XX Road 10, XX District, Jinghong.
Business license registration number or enterprise legal person certificate number: 53X.
Chapter V Company Types
Article 9 Company Type: Limited Company (sole proprietorship by legal person).
Article 10 Where a company changes its type, it shall, in accordance with the conditions for the establishment of the company type to be changed, apply to the company registration authority for registration of change within the prescribed time limit, and submit relevant documents.
Chapter VI Mode, Amount and Time of Contribution of Shareholders
Article 11 The mode, amount and time of capital contribution of shareholders.
Shareholder Xishuangbanna XX Real Estate Development Co., Ltd. contributed RMB XX million in cash, accounting for 65,438+000% of the registered capital. The registered capital of the company has been paid in full before the establishment of the company.
Chapter VII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 12 There is no shareholders' meeting in the company. Shareholders shall exercise the following functions and powers in accordance with the Company Law:
(1) To decide on the company's business policy and investment plan;
(2) Appointing and replacing the directors and supervisors who are the representatives of the employees, and deciding on the remuneration of the directors and supervisors;
(4) Approve the report of the board of directors;
(5) Approve the report of the supervisor;
(six) to approve the company's annual financial budget and final accounts;
(seven) to approve the company's profit distribution plan and loss compensation plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make decisions on the issuance of corporate bonds.
(10) To make resolutions on the merger, dissolution, liquidation or change of corporate form of the company;
(eleven) to formulate or amend the articles of association;
When a shareholder makes a decision to change the above matters, it shall be made in writing, signed by the shareholder and kept in the company.
Article 13 The Company shall have a board of directors, with members appointed by shareholders. The term of office of directors is three years. Upon expiration of the term of office, directors may be re-elected.
The board of directors shall have a chairman and a vice-chairman elected by shareholders. (Shareholders decide for themselves how to form the chairman and vice chairman)
Article 14 The board of directors shall exercise the following functions and powers:
(1) Report the work to shareholders;
(2) Implementing the resolutions of shareholders.
(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, change of corporate form and dissolution 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 his remuneration, and to decide on the appointment or dismissal of the company deputy manager and his 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 do not make specific provisions, this article shall be deleted. )
(Note: A limited liability company with a small number of shareholders or a small scale may have an executive director without a board of directors. The authority of the executive director shall be decided by the shareholders themselves. )
Article 15 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 16 The voting on the resolutions of the board of directors shall be one person, one vote.
Discussion methods and voting procedures of the board of directors. (Note: at the discretion of shareholders)
Article 17 The company shall have a manager (note: the chairman of the board of directors may concurrently hold the post, or be appointed or dismissed by the board of directors separately), and the appointment or dismissal shall be decided 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: The above contents can also be decided by the shareholders themselves)
The manager attended the board meeting.
Article 18 The Company shall set up a board of supervisors, the members of which shall be appointed by shareholders, and the chairman of the board of supervisors shall be elected by more than half of all supervisors. (Note: 3-5 members shall be determined by shareholders themselves, but the proportion of employee representatives shall not be less than one third. )
The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.
The executive directors and senior managers of the company shall not concurrently serve as supervisors of the company.
(Note: A company with fewer shareholders and smaller specifications may have 1 to 2 supervisors. )
Article 19 The board of supervisors or 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 extraordinary shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in this Law;
(5) Proposing proposals to shareholders;
(six) in accordance with the provisions 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 do not make specific provisions, this article shall be deleted. )
Supervisors may attend board meetings as nonvoting delegates.
Article 20 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.
Article 21 The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Discussion methods and voting procedures of the board of supervisors. (Note: at the discretion of shareholders)
Article 22 A director, supervisor or senior manager of a company may not be employed under any of the following circumstances:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property, and disturbing order, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;
(3) If the directors, factory directors and managers of a bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;
(five) a large amount of debt owed by an individual has not been paid off due.
If the Company appoints an executive director, supervisor or senior manager in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
The company shall remove the directors, supervisors and senior managers from their posts under any of the circumstances listed in the first paragraph of this article during their term of office.
Chapter VIII Legal Representative of the Company
Article 23 The chairman of the board of directors is the legal representative of the company, with a term of three years. At the expiration of the term, he may be re-elected. Current legal representative: XXX. (Note: it can also be the manager, which is decided by the shareholders themselves)
Chapter IX Transfer of Company's Equity
Article 24 Shareholders of a company may transfer all or part of their equity according to law.
Article 25 Where a shareholder of a company transfers its equity, it shall apply for registration of change within 30 days from the date of transfer.
Chapter X Finance, Accounting, Profit Distribution and Labor Employment System
Article 26 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council. The company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm.
Article 27 When distributing the after-tax profits of the current year, the company shall withdraw 10% of the profits and include it in the company's statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
Article 28 The company must protect the legitimate rights and interests of employees, sign labor contracts with employees according to law, participate in social insurance, strengthen labor protection and realize safe production.
Companies should take various forms to strengthen employees' vocational education and on-the-job training to improve their quality.
Chapter II Operating Period of XI Company
Article 29 The business term of the company is XX years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 30 When a company extends its business term, the shareholders must make a shareholder decision, amend the articles of association and go through the corresponding registration procedures before the expiration of the business term.
Chapter XII dissolution and liquidation of the company
Article 31 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) It needs to be dissolved due to company merger;
(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.
Article 32 If the company is dissolved and should be liquidated according to law, the liquidation group shall, within ten days from the date of its establishment, file the names of the members of the liquidation group and the person in charge of the liquidation group with the company registration authority.
Article 33 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days.
Article 34 Under any of the following circumstances, the liquidation group of the company shall apply to the original company registration authority for cancellation of registration within 30 days after the liquidation of the company is completed:
(1) The company is declared bankrupt according to law.
(2) The business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur, except that the company survives by amending the articles of association;
(3) The shareholders decide to dissolve.
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court is dissolved according to law;
(6) Other circumstances of dissolution as stipulated by laws and administrative regulations.
Article 35 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. The company shall terminate after cancellation of registration by the company registration authority.
Chapter XIII Special Provisions
Article 36 Where a shareholder cannot prove that the company's property is independent of the shareholder's own property, he shall be jointly and severally liable for the company's debts.
Article 37 A company may invest in other enterprises, but unless otherwise provided by law, the company shall not be jointly and severally liable for the debts of the invested enterprises.
Article 38 Other matters not specified in the Articles of Association shall be governed by the relevant provisions of the Company Law. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.
Fan: Model Articles of Association of a sole proprietorship company 20 15
Chapter I General Provisions Article 1 In order to regulate the behavior of sole proprietorship enterprises, protect the legitimate rights and interests of investors and creditors of sole proprietorship enterprises, maintain social and economic order, and promote development, these Articles of Association are formulated in accordance with the Law on Sole proprietorship Enterprises as the operating criteria of this enterprise.
Article 2 Name of the enterprise Article 3 Address of the enterprise Article 4 Person in charge of the enterprise Article 5 Scope of business Article 6: This enterprise is a sole proprietorship enterprise invested by a natural person, and its property is owned by the individual investor, who shall bear unlimited liability for the debts of the enterprise with his personal property.
Article 7: This enterprise is engaged in business activities within the registered business scope, and all activities shall abide by laws, administrative regulations and the principle of good faith, and shall not harm the public interests, and shall fulfill its tax payment obligations according to law.
Chapter II Mode and Amount of Capital Contribution Article 8 The investor of this enterprise is a natural person, and the declared capital contribution is 60,000 yuan, including 60,000 yuan in cash.
Chapter III Financial, Accounting and Labor Wage System Article 9 This enterprise shall, in accordance with relevant state laws and regulations, formulate financial and accounting systems, set up accounting books according to law and conduct accounting.
Article 10 The fiscal year of this enterprise adopts the Gregorian calendar system, and it is a fiscal year from 1 month 1 day to1February 3 1 day.
Article 11 When employing employees, this enterprise shall sign labor contracts with employees according to law, ensure their labor safety, pay their wages in full and on time, participate in social insurance in accordance with state regulations, and pay social insurance premiums for employees. Chapter IV Dissolution and Liquidation of Enterprises Article 12 The date of issuance of the business license of this enterprise is July 8, 2004.
Article 13 An enterprise shall be dissolved under any of the following circumstances:
(1) The investor decides to dissolve;
(2) The investor is dead or declared dead, and there is no heir or the successor decides to give up the inheritance;
(3) The business license is revoked according to law;
(4) Other circumstances stipulated by laws and administrative regulations.
Article 14 When an enterprise is dissolved, the investors shall liquidate it themselves or the creditors shall apply to the people's court to appoint a liquidator for liquidation. Investors who liquidate themselves shall notify creditors in writing within 15 days before liquidation. If it is impossible to notify, it shall be announced. Creditors shall declare their creditor's rights to investors within 30 days from the date of receiving the notice, or within 60 days from the date of announcement if they have not received the notice.
Article 15 After the dissolution of an enterprise, the original investor is still liable for paying off the debts of the sole proprietorship enterprise during its existence, but if the creditor fails to make a payment request to the debtor within five years, the liability shall be extinguished.
Article 16 When an enterprise is dissolved, the property shall be paid off in the following order:
(a) arrears of wages and social insurance premiums for employees;
(2) tax arrears;
(3) Other debts.
Article 17 During the liquidation period, an enterprise shall not carry out business activities unrelated to the liquidation purpose. Before paying off debts in accordance with the provisions of the preceding article, investors shall not transfer or conceal their property.
Article 18 If the property of the enterprise is insufficient to pay off the debts, the investor shall pay off the debts with other personal property.
Article 19 After the liquidation of an enterprise, the investor or the liquidator designated by the people's court shall prepare a liquidation report and go through the cancellation of registration with the registration authority within 15 days.
Chapter V Supplementary Provisions Article 20 Matters not covered in the Articles of Association shall be handled in accordance with relevant state laws and regulations.
Article 21 The Articles of Association are in duplicate, one for the registration authority and one for the enterprise.
Signature (seal) of the investor
Date of conclusion: year, month and day.