Sample amendment to the company's articles of association

After the company is established, the company's articles of association are modified according to the needs of the company's development. Articles of Association amendments are modifications to the company's articles of association that are approved by the company's board of directors or shareholders' meeting. As for the written resolution issued, I will introduce to you the sample amendment to the company's articles of association. I hope it will be helpful to you.

Chapter 1 General Provisions

Article 1

In order to regulate the company's behavior and protect the legitimate rights and interests of the company's shareholders, in accordance with the " This Article of Association is specially formulated in accordance with the Company Law of the People's Republic of China and relevant laws and regulations and in light of the actual situation of the company.

Article 2

Company name: ____________.

Company address: ____________.

Article 3

The company is jointly invested and established by ______________, ______________, and ______________******.

Article 4

The company shall register with the Administration for Industry and Commerce in accordance with the law and obtain enterprise legal person status. The company's operating period is years. (Subject to approval by the registration authority).

Article 5

The company is a limited liability company, implements independent accounting, operates independently, and is responsible for its own profits and losses. Shareholders shall bear liability for the company to the extent of their capital contribution, and the company shall bear liability for the company's debts with all of its assets.

Article 6

The company shall abide by national laws, regulations and the provisions of this Articles of Association, safeguard national interests and social public interests, and accept supervision by relevant government departments.

Article 7

The company’s purpose: ____________.

Chapter 2 Business Scope

Article 8

Business Scope: ______________

(Subject to the approval of the registration authority)

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Chapter 3 Registered Capital and Capital Contribution Methods

Article 9

The company’s registered capital is RMB 10,000.

Article 10

The capital contribution methods and amounts of each shareholder of the company are:

(1) ______________ shall contribute capital, which shall be RMB___ yuan, occupy___%.

(2) _______________ is invested in RMB___ yuan, accounting for ___%.

(3) ______________ is invested in RMB ___ yuan, accounting for ___%.

Article 11

Shareholders shall pay their subscribed capital contributions in full. After all shareholders have paid their capital contributions, they must have their capital verified by a statutory capital verification agency and issue a certificate. If the capital is contributed in a non-monetary manner, it should be evaluated by a statutory appraisal agency, and the value of the capital contribution should be confirmed by the shareholders' meeting, and the property rights transfer procedures should be completed within one month after the company's registration in accordance with the "Interim Provisions on the Registration and Management of Registered Capital of Companies" , and report it to the company registration authority for the record.

Chapter 4 Shareholders and Shareholders Meeting

Article 12

Shareholders are the investors of the company and enjoy the following rights:

(1) Have voting rights based on their share of capital contribution;

(2) Have the right to elect and be elected directors and supervisors;

(3) Have the ability to inspect shareholders’ meeting records and financial accounting reports

(4) Receive dividends in accordance with laws, regulations and the company's articles of association;

(5) Transfer capital contributions in accordance with the law, and have priority in purchasing capital contributions transferred by other shareholders of the company;

(6) Preferential subscription for the company’s newly added registered capital;

(7) After the company is terminated, the company’s remaining property shall be distributed in accordance with the law.

Article 13

Shareholders have the following obligations:

(1) Pay the capital contributions subscribed;

(2) ) shall bear the company's debts according to the amount of capital contribution subscribed;

(3) After the company has gone through industrial and commercial registration, the capital contribution shall not be withdrawn;

(4) Comply with the provisions of the company's articles of association.

Article 14

The company’s shareholders’ meeting is composed of all shareholders and is the company’s authority.

Article 15

The shareholders’ meeting shall exercise the following powers:

(1) Decide on the company’s business policies and investment plans;

(2) Elect and replace directors, and decide on remuneration matters related to directors;

(3) Elect and replace supervisors who are representatives of shareholders, and decide on remuneration matters related to supervisors;

( 4) Review and approve the report of the board of directors;

(5) Review and approve the report of the board of supervisors or supervisors;

(6) Review and approve the company’s annual financial budget and final accounts plan;

(7) Review and approve the company’s profit distribution plan and loss compensation plan;

(8) Make a resolution on the company’s increase or decrease in registered capital;

(9) Make a resolution on the issuance of corporate bonds;

(10) Make a resolution on the transfer of capital contributions from shareholders to persons other than shareholders;

(11) Make a resolution on the merger, division, change of company form, and dissolution of the company Make resolutions on matters such as liquidation and liquidation;

(12) Modify the company’s articles of association.

Article 16

The shareholders’ meeting shall be held once a year. When a major problem arises in the company, shareholders representing more than a quarter of the voting rights and more than one-third of the directors or supervisors may propose to convene an extraordinary meeting.

Article 17

The shareholders’ meeting shall be convened by the board of directors and presided over by the chairman of the board. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over the meeting.

Article 18

At shareholders’ meetings, shareholders shall exercise their voting rights in proportion to their capital contributions. General resolutions must be passed by shareholders representing more than half of the voting rights. Resolutions on increasing or reducing the company's registered capital, splitting, merging, dissolving or changing the company's form, and amending the articles of association must be passed by shareholders representing more than two-thirds of the voting rights.

Article 19

When convening a shareholders’ meeting, all shareholders shall be notified 15 days before the meeting. The shareholders' meeting will make minutes of the decisions on the matters discussed, and the shareholders attending the meeting will sign on the minutes.

Chapter 5 Board of Directors

Article 20

The company has a board of directors, which is the company’s operating organization. The board of directors is elected by the shareholders' meeting, and its members are ___ people (three to thirteen, odd number).

Article 21

The board of directors shall have one chairman, and the vice-chairman, chairman and vice-chairman shall be elected by all directors of the board of directors. The chairman of the board of directors is the legal representative of the company.

Article 22

The board of directors shall exercise the following powers:

(1) Responsible for convening the shareholders’ meeting and reporting work to the shareholders’ meeting;

(2) Implement the resolutions of the shareholders' meeting;

(3) Decide on the company's business plan and investment plan;

(4) Formulate the company's annual financial budget and final accounts Plan;

(5) Formulate the company’s profit distribution plan and loss compensation plan;

(6) Formulate the company’s plan to increase or reduce the registered capital;

(7) Formulate plans for company merger, division, change of company form, and dissolution;

(8) Decide on the establishment of the company’s internal management organization;

(9) Appoint or dismiss company managers , based on the nomination of the manager, appoint or dismiss the company's deputy manager and financial director, and decide on their remuneration matters;

(10) Formulate the company's basic management system.

Article 23

The term of directors shall be ___ years (each term shall not exceed 3 years at most). When the term of a director expires, he or she may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not remove him from office without reason.

Article 24

The board of directors meeting is held every six months, with all directors attending. When convening a board meeting, all directors must be notified ten days before the meeting. If a director is unable to participate for any reason, the director or shareholder can entrust others to participate by issuing a power of attorney. More than one-third of the directors may propose an extraordinary board meeting.

Article 25

Board meetings shall be convened and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting. treat.

Article 26

Matters decided by the board of directors must be approved by half of the directors. However, Article 22 (3), (8) and (9) of the Articles of Association shall not be adopted. ), a decision must be made with the consent of more than two-thirds of the directors.

Article 27

The board of directors shall make meeting minutes on the matters discussed, and the directors or agents present at the meeting shall sign on the meeting minutes.

Article 28

The company shall have a manager who shall be responsible to the board of directors and shall exercise the following powers;

(1) Preside over the company’s production, operation and management work, organize Implement the resolutions of the board of directors;

(2) Organize and implement the company’s annual business plan and investment plan;

(3) Formulate the company’s internal management organization plan;

( 4) Formulate the company’s basic management system;

(5) Formulate the company’s specific rules;

(6) Propose the appointment or dismissal of the company’s deputy manager and financial controller;

(7) Appointment or dismissal of responsible management personnel other than those who should be appointed or dismissed by the board of directors;

(8) Other powers granted by the company's articles of association and the board of directors. Managers attend board meetings.

Chapter 6 Board of Supervisors

Article 29

The company shall have a board of supervisors, which is the company’s internal supervisory body and shall consist of shareholder representatives and an appropriate proportion of company employee representatives. composition.

Article 30

The Board of Supervisors shall consist of 3 supervisors (not less than 3, odd number), including ___ employee representatives. The term of office of supervisors is three years. The shareholder representatives on the supervisory board are elected by the shareholders' meeting, and the employee representatives are democratically elected by the company's employees. When the supervisor's term expires, he or she may be re-elected.

Article 31

The board of supervisors shall have one convener, who shall be elected and removed by more than two-thirds of all supervisors.

Article 32

The Board of Supervisors shall exercise the following powers:

(1) Inspect the company’s financial affairs;

(2) Execute Supervise directors and managers who violate laws, regulations or the company's articles of association when performing their duties;

(3) When directors and managers' actions harm the interests of the company, require directors and managers to make corrections;

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(4) Propose to convene an extraordinary shareholders’ meeting.

Supervisors attend board of directors meetings.

Article 33

Matters decided by the Board of Supervisors must be approved by more than two-thirds of the supervisors.

Chapter 7 Conditions for Shareholders to Transfer Capital Contributions

Article 34

Shareholders may transfer all or part of their capital contributions to each other without the need for shareholders to Will vote to agree, but should be informed.

Article 35

Conditions for shareholders to transfer capital contributions to persons other than shareholders:

① More than half of the shareholders (amount of capital contribution) must agree ;

② Shareholders who do not agree to the transfer should purchase the capital contribution for the transfer. If they do not purchase the capital contribution for the transfer, they will be deemed to have agreed to the transfer;

③ Under the same conditions, other shareholders have priority Right to purchase.

Chapter 8 Financial Accounting System

Article 36

The company shall establish its own system in accordance with laws, administrative regulations and the provisions of the financial department of the State Council. Finance and accounting systems.

Article 37

The company shall prepare a financial accounting report at the end of each fiscal year, review and verify it in accordance with the law, and submit it to the company within fifteen days after it is prepared. All shareholders.

Article 38

When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits to the company's statutory reserve fund, and withdraw 5% of the profits to Ten percent is included in the company's statutory public welfare fund. When the company's statutory reserve fund accumulates to more than 50% of the company's registered capital, no further withdrawals can be made. However, when the statutory reserve fund is converted into capital, the remaining reserve fund shall not be less than 25% of the registered capital.

Article 39

If the company's statutory reserve fund is insufficient to make up for the company's losses in the previous year, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund and statutory public welfare fund in accordance with the provisions of the previous article. .

Article 40

The remaining profits after the company has made up for its losses and withdrawn the statutory reserve fund and statutory public welfare fund shall be distributed according to the proportion of shareholders’ capital contribution.

Chapter 9 Dissolution and Liquidation Methods of Companies

Article 41

A company shall be dissolved if any of the following circumstances occurs:

(1) Expiration of the business period;

(2) Dissolution by resolution of the shareholders’ meeting;

(3) Dissolution due to company mergers and divisions;

< p> (4) Violating national laws and administrative regulations and being ordered to close down in accordance with the law;

(5) Other legal reasons requiring dissolution.

Article 42

If a company is dissolved in accordance with the provisions of items (1) and (2) of the previous article, a liquidation group shall be established within fifteen days, and the candidates for the liquidation group shall be determined by the shareholders. ; If it is dissolved in accordance with the provisions of Items (4) and (5) of the preceding Article, the relevant competent authority shall organize relevant personnel to establish a liquidation team to carry out liquidation.

Article 43

The liquidation team shall conduct liquidation in accordance with national laws and administrative regulations, conduct comprehensive liquidation of the company’s property, claims, and debts, prepare a balance sheet and property list, and formulate The liquidation plan shall be submitted to the shareholders’ meeting or the relevant competent authority for confirmation.

Article 44

After the liquidation is completed, the liquidation team shall prepare a liquidation report and prepare income and expenditure statements and various financial accounts during the liquidation period, which shall be approved by a certified public accountant or professional After verification by the auditor and confirmation by the shareholders' meeting or relevant competent authorities, the company will apply for deregistration to the original industrial and commercial registration authority. After approval, the company's termination will be announced.

Chapter 10 Supplementary Provisions

Article 45

This Article of Association shall be signed and sealed by the shareholders and shall take effect after the company is registered.

Article 46

When amending the Articles of Association, an amendment to the Articles of Association or a revised version of the Articles of Association shall be submitted, signed by shareholders, and shall take effect after the company is registered.

Article 47

This Article of Association shall be signed by all shareholders in Jinhua City.

______________ (Seal) Signature of the Representative

______________ (Seal) Signature of the Representative

______________ (Seal) Signature of the Representative

_______ _year________month_________day;