I. The parties to the agreement:
Name, male, ID number:
Name, male, ID number:
Name, male, ID number:
Name, male, ID number:
Second, investment.
1. The total investment is RMB10,000.00 Yuan (say 2. Investment:
(1) contributed RMB only, holding% of the company's shares.
(2) Contribute RMB yuan and hold% of the shares of the company.
(3) Contribute RMB yuan and hold% of the shares of the company.
(4) Contribute RMB yuan and hold% of the shares of the company.
Three, the use of * * * with the form of business negotiations.
Shareholders are respectively responsible for different work contents, jointly responsible for all business affairs of the company, and enjoy full right to know, supervise and inspect. The company's profits and losses are shared in proportion. Really supervise each other, check each other, trust each other, handle affairs transparently, manage the company well and make the company's business bigger and stronger.
Verb (abbreviation of verb) Rights and obligations of shareholders
I) Rights
1, the right to attend the general meeting of shareholders. In principle, the shareholders' meeting is attended by four people, namely,, and * * *. If you really can't attend the meeting, you can entrust others to attend in writing, but the resolution of the meeting can only be implemented after all shareholders agree.
2. Voting rights. Shareholders have the right to participate in major decisions of the company.
6. visit. In order to ensure the healthy development of the company and achieve the same business objectives, shareholders have the right to consult the minutes of the shareholders' meeting and the company's financial books without affecting the normal activities of the company, so as to understand the company's operating and financial conditions.
7. Right to receive dividends. Shareholders have the right to share the dividends generated from the operation in proportion to their capital contribution.
8. The right to subscribe for capital contribution first. When the company increases capital or invests in new projects, shareholders have the right to consult the minutes of the shareholders' meeting and the company's financial account books to understand the company's operating and financial conditions without affecting the normal activities of the company.
9. Shareholders have the right to propose an interim meeting. Shareholders representing more than 1/2 voting rights may propose to convene an interim meeting as required.
10, share transfer right. Shareholders may transfer all or part of their shares to each other; However, when shareholders want to transfer shares to people other than shareholders, they must obtain the consent of more than half of all shareholders. Shareholders who do not agree to the transfer shall purchase the shares transferred during this period. If they don't buy the transferred capital contribution, they will be regarded as agreeing to the transfer.
1 1, share preemptive right. With the consent of shareholders, under the same conditions, other shareholders have the preemptive right to the transferred shares.
12, claim for distribution of surplus property. After the liquidation of the company, after the company's property is paid off according to law, if there is any surplus property, the shareholders have the right to demand distribution in proportion to their shares.
13, other rights. Such as the rights granted by the articles of association, the rights granted by the company law or other laws and regulations to shareholders.
(2) Obligations
1. Obligation to pay the capital contribution in full. After the establishment, if it is found that the actual price of the right to use other property rights is obviously lower than the price, the contributing shareholders shall make up the difference.
2. The obligation not to withdraw the capital contribution within one year. After the signing of the agreement, shareholders may not withdraw their shares or transfer their shares within one year. After the expiration of one year, shareholders who intend to withdraw shares or transfer shares must obtain the consent of other original shareholders. However, when a shareholder transfers his capital contribution to a person other than the original shareholder, it must be agreed by more than half of all the original shareholders. The original shareholder who disagrees with the transfer shall purchase the capital contribution of this transfer. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer. When transferring or withdrawing shares, the original shareholders have the priority to be transferred under the same conditions. Only after all partners agree to buy shares can new investors become shareholders. The shares shall not be withdrawn or transferred within the first year of holding shares;
3. Abide by the articles of association and obligations of the company. The articles of association are jointly formulated by shareholders, which are the basic norms of the company's organization and behavior, and also the norms of shareholders' behavior. Therefore, the articles of association are binding on every shareholder.
4. The obligation to undertake the company's responsibilities to the extent of the capital contribution paid by it.
5. Obligation of good faith to other shareholders of the company.
6. Have the obligation to keep confidential the core contents related to the company's operation.
7. Other obligations stipulated in the Articles of Association.
Seven. Duties of the shareholders' meeting
The shareholders' meeting of the company is composed of all shareholders and is the highest authority of the company, and has the right to exercise the following functions and powers:
1. Decide the company's operating principles, policies and investment plans.
2. Election and replacement of investment projects, appointment and removal of posts, remuneration and other related matters.
3. Review the basic management system of the company.
4. Amend the Articles of Association.
5. Other important matters stipulated in the Articles of Association.
Eight. Voting method of shareholders' meeting:
The voting at the shareholders' meeting adopts the negotiation voting method combining one person, one vote and majority voting, and the effective voting order is as follows:
In the case of equal shares, the consent of the shareholders with a large number shall prevail. When making a resolution on the following major issues, it must be unanimously adopted by all shareholders to form a resolution:
1. Change company name and business items.
2. Deal with the company's real estate.
3. Transfer or dispose of the intellectual property rights and other property rights of the company.
4. Apply to the enterprise registration authority for registration of change.
5. Provide guarantee for others in the name of the company.
6. Add new shareholders.
Nine. Distribution of after-tax profits
Distribute in the following order:
1. Late payment fees and fines paid according to regulations.
2. Make up for the loss of the previous year.
3. Pay dividends according to the proportion of individual investment shares after paying employee bonuses.
X. withdrawal requirements
1, credit cancellation. That is, voluntary withdrawal, the requirement is that investors should notify other shareholders 30 days in advance if there are reasons for withdrawal after holding shares for one year, which will objectively not adversely affect the implementation of the company's business affairs and can withdraw shares with the consent of all shareholders.
2. Withdrawal, of course. That is, the legal withdrawal of shares refers to the withdrawal of investors from the partnership because of some objective circumstances that are not based on the wishes of investors. The investor dies or is declared dead according to law; A person who has been declared legally incompetent; Personal bereavement compensation ability; All personal property shares of the company were confiscated by the court. Of course, the actual withdrawal date is the effective date of withdrawal.
3. delisting and withdrawal. Refers to the removal, return (or non-return) of investors from the company with the unanimous consent of other shareholders.
All (or part of) its shares, so that it withdraws from the partnership. The reasons for dismissing the investor are: failure to fulfill the obligation of capital contribution; Causing losses to the company due to intentional gross negligence; Misconduct in carrying out the company's business; Take advantage of the convenience of the company's business to seek personal gain; His personal behavior has brought bad reputation influence to the company's operation; Lack of good faith and malicious slander will damage the legitimate interests of other shareholders. All losses caused shall be compensated by him, and 50% (or all shares) of his shares shall be deducted after discussion in the shareholders' meeting according to the seriousness of the case.
If the company decides to be removed from the company after discussion at the shareholders' meeting, it must notify the removed celebrity in writing. The removal of the removed celebrity shall take effect from the date of receiving the notice of removal, and the withdrawal form of the removed celebrity shall be completed after the company returns (or does not return) its share capital. If the removed celebrity refuses to accept the removal resolution, he may bring a lawsuit to the people's court within 30 days from the date of receiving the notice of removal and request judicial protection. The result of withdrawal (withdrawal from partnership) is that the withdrawal is divorced from all the rights and obligations stipulated in the original investment cooperation agreement and no longer participates in the dividend business. Other shareholders shall settle the withdrawal money by withdrawing shares, and return their share of property (in cash or in kind) according to the company's property status at the time of withdrawal. If the withdrawal is less than the company's debt, the withdrawal shall share the losses according to the proportion agreed in the investment cooperation agreement.
XI。 others
This agreement is made in * * * copies. Except the company keeps one copy for future reference, each investor keeps one copy, which will take effect after being signed by all investors (according to their fingerprints), and will become invalid after the company goes bankrupt, disbands or individuals withdraw their shares. Other matters not covered shall come into effect after being discussed, approved and signed by all shareholders. If there is any dispute, you can bring a lawsuit to the people's court.
Shareholder: Year Month Day
Shareholder: Year Month Day
Shareholder: Year Month Day
Shareholder: Year Month Day
Investment cooperation agreement between company and individual Part II Investment inviting party: ID number: (hereinafter referred to as Party A)
Investor: ID number: (hereinafter referred to as Party B)
Based on the principles of equality, mutual benefit, complementary advantages, honesty and credit, and long-term development, through friendly negotiation, it is unanimously agreed to cooperate in the battlefield business operated by Party A for many years; To reach a cost agreement on matters such as Party B's voluntary participation in Party A's battlefield cooperation;
1. Party A agrees that Party B will participate in all operations of Party A's battlefield business (i.e. sand source, sand mining, transportation, warehousing and sales) by investing in shares (hereinafter referred to as battlefield).
2. Party B voluntarily contributes RMB (in words) as share capital, accounting for fifty percent (50%) of the shares in Battlefield.
3. Party A takes the existing business resources and existing business facilities as investors and holds fifty percent (50%) of the shares in Battlefield.
Four. Materials (existing vehicles, boats, etc.). What is operated on the battlefield after the signing of the agreement should be the same property of both parties.
Verb (abbreviation of verb) production and management: Based on the principle of creating more profits and long-term development in battlefield business, Party A has the management obligation and right to make use of long-term operating experience. Party B may appoint or designate a responsible person to supervise Party B financially, but shall not interfere with its normal operation.
6. Profit and loss treatment: after the signing of the agreement, the profits generated in the battlefield (subject to the settlement at the end of each month) will be distributed equally by both parties after tax payment, each holding 50% of the shares. In the event of battlefield losses, Party A and Party B shall each bear 50% of the responsibilities.
Seven, after the signing of the agreement, Party A and Party B shall not withdraw their shares at will, except that both parties agree to withdraw their shares after discussion.
Eight. This agreement shall be valid for three years from July of Gregorian calendar 1 year to June 30th of Gregorian calendar 201June. After the expiration, Party A and Party B need to discuss the cooperation again and sign another agreement.
Nine. This agreement shall come into effect as of the date of signature by both parties. In duplicate, each party holds one copy, and each copy has the same legal effect.
Signature of Party A:
Signature of Party B:
Date of signature: 20xx year.
Investment Cooperation Agreement between Company and Individual Part III Party A:
Address:
ID number:
Party B:
Address:
ID number:
Party A and Party B have reached the following agreement on establishing a limited liability company (hereinafter referred to as "the company") through friendly negotiation in accordance with the Contract Law of People's Republic of China (PRC), the Company Law and other relevant laws and regulations.
1. Name, domicile, legal representative, registered capital, business scope and nature of the company to be established.
1, company name: limited liability company
2. Address:
3. Legal Representative:
4. Registered capital: RMB.
5. Business scope: The specific projects approved by the industrial and commercial departments shall prevail.
6. Nature: The company is a limited liability company established in accordance with the Company Law and other relevant laws and regulations, and both parties are liable to the company to the extent of the capital contribution subscribed at the time of registration.
Ii. Shareholders and their contributions
The Company is established by joint investment of shareholders of Party A and Party B, with a total investment of RMB, including start-up capital and registered capital, of which:
1, initial capital yuan
Party A contributes (1) yuan, accounting for 50% of the start-up capital;
(2) Party B contributes RMB, accounting for 50% of the start-up capital;
(3) Start-up funds are mainly used for the company's upfront expenses, including lease, decoration and purchase of office equipment. If the remaining funds after the company's opening are used as working capital, the shareholders shall not withdraw them.
(4) Before opening the company account, the startup funds shall be deposited into the temporary account (bank: account number:) designated by both parties, and the balance in the temporary account shall be transferred to the company account after the company starts business.
(5) Party A and Party B shall transfer their respective start-up funds into the above temporary account within days from the date of signing this Agreement.
2. Registered capital (capital) yuan.
(1) Party A contributes in cash, with the contribution amount of RMB, accounting for 50% of the registered capital;
(2) The capital contribution of Party B is RMB, accounting for 50% of the registered capital;
(3) The registered capital is mainly used for company registration and working capital after the company's opening, and shareholders may not withdraw it.
(4) Party A and Party B shall deposit the registered capital into the company account within days from the date of opening the company account.
3. Any shareholder who violates the above agreement shall bear corresponding liabilities for breach of contract according to Article 8, Paragraph 1 of this Agreement.
III. Company Management and Division of Functions
1, the company does not have a board of directors, but has executive directors and supervisors, with a term of three years.
2. Party A is the executive director and general manager of the company, and is responsible for the daily operation and management of the company, with specific responsibilities including:
(1) Go through the formalities of company establishment registration;
(2) Recruit employees according to the company's business needs (financial and accounting personnel shall be appointed by both parties);
(3) Examination and approval of daily matters (major matters related to the development of the company shall be handled in accordance with the fifth paragraph of Article 3 of this Agreement; Party A's financial examination and approval authority is within RMB, beyond which it can only be implemented after being signed by both parties.
(4) Other duties required by the daily operation of the company.
3. Party B serves as the company's supervisor, specifically responsible for:
(1) Provide necessary assistance for Party A's operation and management;
(2) check the company's finances;
(3) Supervise Party A to perform the duties of the company;
(4) Other duties as stipulated in the articles of association.
4. Party A's salary is RMB/month, and Party B's salary is RMB/month, both of which are paid from temporary account or company account.
5. Handling of major issues
The company has no general meeting of shareholders. In case of any of the following major issues, it shall be agreed by both parties:
(1) The proposed company provides guarantees for shareholders, other enterprises and individuals;
(2) To decide on the company's business policy and investment plan;
(3) Other matters stipulated in Article 38 of the Company Law.
In case of any disagreement between Party A and Party B on the above-mentioned major issues, it shall be handled in the following ways without damaging the interests of the company:
6. In addition to the above-mentioned major issues that need to be discussed, Party A and Party B unanimously agree to hold a regular meeting of shareholders once a week to summarize the company's operation in the previous stage and plan and deploy the company's operation in the next stage.
Fourth, capital and financial management
1, before the establishment of the company, the funds were received and paid by the temporary account, which was jointly supervised and used by both parties. If one party does not agree to use the other party's funds, the other party must give a reasonable explanation, otherwise, one party has the right to demand compensation from the other party.
2. After the establishment of the company, the funds shall be received and paid by the company account opened, and the finance shall be handled by the financial accounting designated by both parties. The company's accounts shall be settled on a daily and monthly basis, and relevant statements shall be provided in time for both parties to sign and approve for the record.
Verb (abbreviation of verb) profit and loss distribution
1, the profit and loss shall be shared and borne by both parties in proportion to the paid-in capital contribution.
2. The after-tax profit of the company can only be distributed to shareholders after making up the company's losses in the last quarter and drawing the statutory reserve fund (65,438+00% of the after-tax profit). The specific system of shareholder distribution is as follows:
(1) Dividend time: the first day of the first month of each quarter, except the profits of the previous quarter.
(2) Dividend amount: 60% of the remaining profit in the last quarter, which shall be distributed by Party A and Party B in proportion to the paid-in capital contribution.
(3) The company's statutory reserve fund has accumulated to more than 50% of the company's registered capital and may not be withdrawn.
Intransitive verb share conversion or withdrawal agreement
1, share conversion: within one year after the establishment of the company, shareholders may not transfer their shares. From the following year, with the consent of one shareholder, the other shareholder can transfer the shares, and at this time, the untransferred party has the priority to transfer the shares to be transferred.
Where a shareholder of one party transfers all its shares to the other party, resulting in the change of the nature of the company into a one-person limited liability company, the transferor shall be responsible for the corresponding registration procedures. However, if the company loses its legal personality due to illegal transfer of shares, the transferor shall bear the main responsibility.
If the shares are to be transferred to a third party, such conditions as capital and management ability of the third party shall not be lower than those of the transferor, and the consent of the transferor shall be obtained separately.
If the transferor transfers the equity in violation of the above agreement, the transfer is invalid, and the transferor shall pay liquidated damages to the untransferred party.
2. Withdrawal:
(1) One shareholder must first pay off his personal debts to the company (including but not limited to his borrowing from the company, and his actions have caused losses to the company, etc.). ) and obtain the written consent of the other shareholder before withdrawing shares, otherwise the withdrawal will be invalid, and the party intending to withdraw shares will still enjoy and bear the rights and obligations of shareholders.
(2) Shareholder's withdrawal:
If the company is profitable, 60% of the total profit of the company shall be distributed according to the proportion of capital contribution paid by shareholders, and the other 40% shall be used as depreciation expense of the company's assets, and the withdrawing party shall not ask for distribution. After paying dividends, the withdrawing party can return its original total investment.
If the company is not profitable, 80% of the company's existing total assets will be distributed according to the proportion of shareholders' capital contribution, and the other 20% will be used as the depreciation expense of the company's assets, and the withdrawing party may not ask for distribution. In this case, the withdrawing party may not demand the return of its original total investment.
(3) Withdrawal of shares shall be settled in cash.
(4) If the nature of the company changes due to the withdrawal of one party, the withdrawing party shall be responsible for the change registration after the withdrawal.
3. Capital increase: If the company's common reserve fund is insufficient and it needs to increase capital, all shareholders will increase their capital contribution in proportion to their capital contribution. If all shareholders agree, other ways of capital increase can be determined through consultation according to specific conditions. In case of increasing the participation of a third party in the shares, the third party shall acknowledge the contents of this agreement and share and assume the rights and obligations of shareholders under this agreement, and the shares shall be subject to the consent of all shareholders.
Seven. Dissolution or termination of the agreement
1, this agreement is terminated under the following circumstances: (1), and the company cannot be established due to objective reasons; (2) The business license of the company is revoked according to law; (3) The company is declared bankrupt according to law. (4) Both parties agree to terminate this Agreement.
2. After the dissolution of this Agreement: (1) Both parties * * * jointly carry out liquidation, and a neutral party may be hired to participate in liquidation if necessary; (2) If there is surplus after liquidation, Party A and Party B can only ask for the return of capital contribution after the company has paid off all debts, and distribute the remaining property according to the proportion of capital contribution. (3) Losses after liquidation shall be shared by all parties in proportion to their capital contributions; if shareholders are jointly and severally liable for the debts of the company, they shall be repaid by all parties in proportion to their capital contributions.
Eight. responsibility for breach of contract
1 If either party violates the agreement and fails to pay its capital contribution in full and on time, it shall make up for it within days; if it fails to set up the company as scheduled or causes losses to the company, it shall be liable for compensation to the company and the observant party.
2. In addition to the above-mentioned breach of capital contribution, if any party violates this agreement and causes losses to the interests of the company, it shall be liable for compensation to the company and pay RMB yuan to the observant party as liquidated damages.
3. Other liabilities for breach of contract agreed in this Agreement.
Nine. others
1, this agreement shall come into effect as of the date of signature and seal by both parties. For matters not covered, both parties shall sign a supplementary agreement separately, which shall have the same legal effect as this agreement.
2. If this agreement involves the internal rights and obligations of both parties, if it is inconsistent with the Articles of Association, this agreement shall prevail.
3. In case of any dispute arising from this agreement, both parties shall try their best to solve it through negotiation. If negotiation fails, a lawsuit may be brought to the people's court with jurisdiction at the company's domicile.
4. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
Party A (signature): Party B (signature):
Date of signature: 20xx.