Chapter I General Provisions

Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant laws and regulations, XXX Co., Ltd. is established with capital contribution from XX, and these Articles of Association are specially formulated.

Article 2 Where the Articles of Association are inconsistent with laws, regulations and rules, the laws, regulations and rules shall prevail.

Chapter II Company Name, Type and Domicile

Article 3 Company name: XXX Co., Ltd.

Article 4 Company Type: Limited liability company (wholly owned by natural persons)

Article 5 domicile: XXX

Chapter III Business Scope of the Company

Article 6 Business scope of the company: XX

Chapter IV Registered Capital of the Company and Name of Shareholders, Mode, Amount, Time and Amount of Contribution

Article 7 The registered capital of the company: X million yuan.

Article 8 The name, subscribed amount, time, mode and commitment of shareholders are as follows:

Shareholders of the company shall be liable to the company to the extent of the capital contribution they have subscribed, and shall be responsible for the authenticity and legality of their capital contribution.

Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company

Article 9 There is no shareholders' meeting in the company, and the shareholders shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) To decide on the executive directors and supervisors who are not staff representatives, and to decide on the remuneration of the executive directors, supervisors and managers;

(3) Examining and approving the report of the executive director;

(4) Examining and approving the report of the supervisor;

(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;

(eight) to make a decision 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.

Article 10 The shareholders make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and decisions on merger, division, dissolution or change of corporate form of the company.

Written form, signed by shareholders and deposited in the company.

Article 11 The Company does not have a board of directors, but has an executive director, who is elected by shareholders for a term of three years. When the term expires, shareholders will decide whether to be re-elected. The executive director shall exercise the following powers:

(a) Be responsible for reporting to shareholders;

(2) Implementing the decisions of shareholders.

(3) To review and revise 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 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;

Article 12 The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager is responsible to the executive director and exercises the following powers:

(1) To take charge of the production, operation and management of the Company and organize the implementation of the shareholders' decisions;

(2) Organizing the implementation of the company's annual business plan and investment plan;

(3) To formulate the basic management system of the company;

(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 shareholders.

Article 13 The Company has 65,438+0 supervisors instead of the board of supervisors, appointed by shareholders. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected.

Executive directors and senior managers shall not concurrently serve as supervisors.

Article 14 A supervisor shall exercise the following functions and powers:

(a) to check the company's finances;

(2) To supervise the behaviors of the executive directors and senior managers in performing the functions and powers of the Company.

To put forward suggestions for the removal of executive directors and senior managers who violate laws, administrative regulations, articles of association or decisions of shareholders;

(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;

(4) Proposing proposals to shareholders;

(five) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the executive directors and senior managers;

Chapter VI Legal Representative of the Company

Article 15 The manager is the legal representative of the company, and the term of office is three years, which is decided by the shareholders. At the expiration of the term of office, shareholders may decide to be re-elected.

Chapter VII Other Matters Required by Shareholders

Article 16 When a shareholder transfers its equity to a person other than the shareholder, it shall make a written decision and sign it.

Written equity transfer agreement.

Article 17 The business term of the company is 20 years, counting from the date when the company's business license is issued. Article 18 A company shall prepare financial and accounting reports at the end of each fiscal year and audit them by an accounting firm.

Article 19 If 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 20 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 from the date of the liquidation of the company:

(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.

Chapter VIII Supplementary Provisions

Article 21 The registered items of a company shall be subject to the approval of the company registration authority. Article 22 The Articles of Association shall be made in quadruplicate, and one copy shall be submitted to the company registration authority.

Signature of shareholders:

XXXX，XXXX，XX，XX

Extended data

individual proprietorship enterprise

A wholly-owned enterprise refers to an enterprise invested and operated by one person. The investors of a sole proprietorship enterprise shall bear unlimited liability for the debts of the enterprise. The person in charge of the enterprise is the investor himself.

The name of the person in charge of the enterprise shall be consistent with the identity card, and no pseudonym shall be used. According to the relevant provisions of China's current tax law, the income from production, operation and other income obtained by private enterprises shall be subject to private enterprise income tax as required.

Wholly-owned enterprises, that is, enterprises invested and operated by individuals, are owned and controlled by individuals, who bear business risks and enjoy all business benefits. Natural person enterprise.

The oldest and simplest enterprise organization form. Mainly prevalent in retail, handicrafts, agriculture, forestry, fisheries, service industry and family workshops.

In many parts of the world, wholly-owned enterprises do not need to be registered with the government. Under this system, simple business arrangements such as vendors and nannies are legally wholly-owned enterprises. Even temporary economic activities, such as buying and selling transactions between individuals, are legally regarded as wholly-owned enterprises.

Usually, in order to facilitate law enforcement activities, the government will require certain types of wholly-owned enterprises to register, such as restaurants, to facilitate health inspection. Another reason for registration is the brand name. The owner has the right to use his personal name as the brand name of the enterprise, such as "Zhang San's Hotel", but the law usually requires the owner to register the brand name with other names to prevent trademark disputes.

References:

Law net-articles of association of a sole proprietorship company