A model text of the articles of association of a one-person limited liability company, with a board of directors and a board of supervisors.
Articles of association of limited company
(For reference only)
Chapter I General Principles
Article 1 In order to standardize the organization and behavior of the company and protect the legitimate rights and interests of the company, shareholders and creditors, the Articles of Association is formulated in accordance with the Company Law of People's Republic of China (PRC) and relevant laws and regulations and in combination with the actual situation of the company.
Article 2 The organizational form of a company is a one-person limited liability company ("sole proprietorship by natural persons" or "sole proprietorship by legal persons"). After the company was established in accordance with the law, it became an enterprise legal person with independent civil liability.
Article 3 If the Articles of Association conflict with laws, administrative regulations and rules, the provisions of laws, administrative regulations and rules shall prevail.
Chapter II Company Name and Domicile
Article 4 Company name:.
Article 5 The domicile of the company is:
(Note: The company takes the location of its main office as its domicile, and indicates the house numbers of the city (district), county, township (village) and street. )
Chapter III Business Scope of the Company
Article 6 Business scope of the company: (The above business scope shall be subject to the items recorded in the business license issued by the registration authority; The business scope and time limit involved in the license examination and approval shall be subject to the approval of the license examination and approval authority).
(Note: The company's business scope should refer to the national economy and industry classification standards, and be filled in according to the actual situation of the company's business projects. )
Article 7 When a company changes its business scope, it shall amend its articles of association and register the change with the registration authority.
Projects within the company's business scope that require approval according to laws, administrative regulations and the State Council decisions shall be approved according to law.
Chapter IV Registered Capital of the Company
Article 8 The registered capital of the company is RMB10,000.00 Yuan, which is the total contribution of shareholders registered in the company registration authority. Shareholders shall pay up the registered capital of the company in one lump sum before the company is established and registered. (If the capital is increased, delete the last sentence)
Article 9 Where a company changes its registered capital and paid-in capital, it shall submit a capital verification certificate issued by a legally established capital verification institution, and register the change with the registration authority according to law.
Where the Company increases its registered capital and paid-in capital, the shareholders shall pay the newly-increased registered capital in full at one time. 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. The company shall apply for registration of change within 30 days from the date of all capital contributions.
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 company's 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.
Article 10 Where a company changes its registered capital, paid-in capital and other registered items, it shall apply to the original company registration authority for registration of change.
Without the change registration, the company shall not change the registered items without authorization.
(Note: The minimum registered capital of a one-person limited liability company is RMB 654.38 million. Where laws and administrative regulations have higher provisions on the minimum registered capital of a one-person limited liability company, those provisions shall prevail. When the company is established, the shareholders shall pay in full the registered capital of the company at one time before the company is established and registered, and the monetary contribution of the shareholders shall not be less than 30% of the registered capital. A natural person can only invest in the establishment of a one-person limited liability company, a one-person limited liability company cannot invest in the establishment of a new one-person limited liability company, and a one-person limited liability company cannot be separated. )
Chapter V Name, Amount, Mode and Time of Contribution of Shareholders
Article 11 Name of shareholders:
Name, domicile and ID card (or certificate) number of the shareholder.
Shareholder 1
Article 12 The amount, mode and time of contribution of shareholders:
Name of shareholders, subscription and paid-in information
Mode, proportion, mode and time of investment.
Total: RMB.
Among them, the monetary contribution is RMB.
(The above form is used for shareholders to pay all the capital contribution in one lump sum; Shareholders of a one-person limited liability company shall pay the capital contribution stipulated in the articles of association in full at one time. If the company increases or decreases its capital after its establishment, it can take the following forms:)
Name of shareholders, subscription and paid-in information
Investment amount, investment mode, investment proportion, investment amount, investment mode and investment time.
Total RMB yuan
Among them, the monetary contribution is RMB.
Remarks: (process of capital increase and capital decrease) Example: (for reference only) The first phase of investment was RMB 2 million in cash, which was paid on 20 1 1. The second phase of capital increase is 3 million yuan in cash, which was paid on June 0, 20 12 1 year; In the third phase, the capital is increased by XX million yuan in cash, which will be received on March 20 13/day; In the fourth phase, the capital is reduced by XX million yuan, which will be paid on May 20 14 1 day;
(Note: Please fill in this form according to the actual situation. If the number of capital increase or decrease exceeds 2 times, this form should be filled in according to the actual situation. )
(The content of this article, or expressed in words, is as follows:)
Or Article 12 The amount, mode and time of contribution of shareholders:
Shareholder XXX: contributed 1 10,000 yuan, accounting for 65,438+000% of the registered capital, of which 1 10,000 yuan was contributed in cash (or in kind, intellectual property rights and land use rights), accounting for XX% of the registered capital, which was fully paid in one lump sum on XX, 200 (before the company was established and registered).
Article 13 After the company is established, it shall issue a capital contribution certificate to shareholders; The company has a register of shareholders, and shareholders can exercise their rights according to the register of shareholders.
After the establishment of the company, shareholders may not withdraw their capital contribution.
Article 14 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.
At the end of each fiscal year, the company prepares financial and accounting reports, which are audited by accounting firms.
Chapter VI Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 15 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 directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the report of the Board of Supervisors.
(5) To examine and approve the company's annual financial budget and final accounts;
(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 merger, division (a one-person limited liability company invested by a natural person shall not be divided into a one-person limited liability company invested by the same natural person), liquidation or change of corporate form;
(10) To formulate or amend the articles of association;
(1 1) (Note: it is at the discretion of the shareholders, and this item is deleted if the shareholders have not made specific provisions)
When making a decision on the above matters, the shareholders shall make a written decision, which shall be signed by the shareholders and kept in the company.
Article 16 The company has a board of directors, which is composed of three persons (statutory 3 to 13) appointed by shareholders. The term of office of the directors is years (each term shall not exceed three years), and they may be re-elected at the expiration of the term.
The board of directors shall have a chairman and a vice-chairman elected by shareholders. (Note: Shareholders decide for themselves how to form the chairman and vice chairman. A limited company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other limited company board members may include company employee representatives. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.
Article 17 When convening a board meeting, all directors shall be informed of the time, place and contents of the meeting ten days before the meeting.
The board of directors shall be valid only if more than two thirds (including two thirds) of the directors are present. If a director is unable to attend the board meeting in person for some reason, he may entrust other directors to attend in writing, and the entrusted person shall perform the rights specified in the power of attorney. (The articles of association shall be determined by itself)
Article 18 The board of directors shall be responsible to shareholders and exercise the following powers:
(1) Implementing the decisions of shareholders.
(2) Examining and approving the company's business plan and investment plan;
(3) To formulate the company's annual financial budget and final accounts;
(4) To formulate the company's profit distribution plan and loss compensation plan;
(5) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(six) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VII) Deciding on the establishment of the company's internal management organization;
(VIII) 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;
(1 1) (Note: It is up to the shareholders. If the shareholders have not made specific provisions, this item shall be deleted. )
Article 19 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. (If there is no vice chairman, delete the vice chairman)
Article 20 The voting on the resolutions of the board of directors shall be one person, one vote. Resolutions of the board of directors can only be made with the consent of more than half of all directors. (Note: Other discussion methods and voting procedures of the board of directors are decided by shareholders themselves. )
The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
Article 21 The Company shall have a manager who shall be appointed or dismissed 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) (Note: It is decided by the board of directors. If the board of directors has not made specific provisions, this article shall be deleted. The above contents can also be decided by the board of directors. )
The manager attended the board meeting.
Article 22 The Company shall set up a board of supervisors, including staff representatives. Shareholders and supervisors are appointed by shareholders, and employee representative supervisors are democratically elected by employee congresses or other forms. (Note: The number of members of the board of supervisors shall not be less than three, and the members shall be determined by the shareholders themselves, but the proportion of employee representatives shall not be less than one third. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors.
Directors and senior managers shall not concurrently serve as supervisors. (Note: Senior managers refer to managers, deputy managers, financial officers and other personnel as stipulated in the Articles of Association. )
The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re-elected by the shareholders.
Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.
Article 23 The Board of 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 proposals to shareholders;
(five) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the directors and senior managers;
(VI) (Note: it is decided by the shareholders themselves, and this item is deleted if the shareholders have not made specific provisions).
Supervisors may attend board meetings as nonvoting delegates and raise questions or suggestions on matters resolved by the board.
Article 24 The Board of Supervisors shall meet once a year (the Board of Supervisors shall meet at least once a year, which shall be decided by the shareholders), and the supervisor may propose to convene an interim meeting of the Board of Supervisors.
When convening an interim meeting of the board of supervisors, all supervisors shall be informed of the time, place and contents of the meeting five days before the meeting.
The voting on the resolutions of the Board of Supervisors shall be one person, one vote. The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
(Note: Other discussion methods and voting procedures of the Board of Supervisors are decided by shareholders themselves. )
Article 25 The expenses required for the Board of Supervisors to exercise their functions and powers shall be borne by the Company.
Chapter VII Legal Representative of the Company
Article 26 The legal representative of the company is the chairman (or manager) (note: determined by the shareholders themselves) and registered according to law. The legal representative of the company shall sign the relevant documents on behalf of the company, with a term of office of years (each term shall not exceed three years) and shall be elected by the shareholders (or the board of directors) (by election, appointment or other means). Upon expiration of the term of office, the company may be re-elected (hired or appointed by shareholders).
Article 27 Where the legal representative changes, it shall apply for registration of change within 30 days from the date when the resolution or decision on change is made.
Chapter VIII Other Matters Required by Shareholders
Article 28 Shareholders of a company may transfer all or part of their equity according to law.
Shareholders of a company who transfer their shares shall apply for registration of change within 30 days from the date of transfer.
Where a shareholder changes the company type due to equity transfer, it shall apply to the company registration authority for registration of change within the prescribed time limit in accordance with the conditions for the establishment of the company type to be changed.
Article 29 After the shareholders transfer their shares according to law, the company shall amend the articles of association and the records of shareholders and their capital contributions in the register of shareholders accordingly.
Article 30 The business term of the company is years, counting from the date when the company's business license is issued.
Upon the expiration of the business term, the company can survive by amending its articles of association.
The company must go through the change registration when extending the business term.
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) The company needs to be dissolved due to merger or division (a one-person limited liability company invested by a natural person may not be divided into a one-person limited liability company invested by the same natural person);
(4) The business license is revoked, ordered to close or revoked according to law;
(five) the people's court shall be dissolved in accordance with the provisions of Article 183 of the Company Law;
(6) Other circumstances of dissolution as stipulated by laws and administrative regulations.
(VII) (Note: it is decided by the shareholders themselves, and this item is deleted if the shareholders have not made specific provisions).
Where the Company is dissolved due to the provisions in Items (1), (2), (4), (5) and (6) of the preceding paragraph, a liquidation group shall be established within 65 days from the date when the reasons for dissolution appear to start liquidation. The members of the liquidation group of the company shall be decided by shareholders.
Article 32 If the company is dissolved and should be liquidated according to law, the liquidation group shall, within 10 days from the date of its establishment, file the names of the members and responsible persons of the liquidation group with the company registration authority for the record.
Article 33 The liquidation group shall notify creditors within 60 days from the date of its establishment and make an announcement in the newspaper within 60 days.
During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 34 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.
After the liquidation of the company, the liquidation group shall prepare a liquidation report confirmed by the shareholders (or the people's court), and apply to the original company registration authority for cancellation of registration within 30 days from the date of liquidation, and announce the termination of the company.
(Note: In addition to the above clauses, investors may list other contents that need to be recorded according to the relevant provisions of the Company Law. )
Chapter IX Supplementary Provisions
Article 35 The shareholders (or the board of directors) shall decide whether a company invests in other enterprises or provides guarantees for others.
Where a company provides a guarantee for the company's shareholders or actual controllers, it must be decided in writing by the shareholders.
Article 36 The registered items of a company shall be subject to the approval of the company registration authority.
Article 37 Other matters not specified in the Articles of Association shall be governed by the relevant provisions of the Company Law.
Article 38 The Articles of Association shall be made in duplicate, one for the shareholders, one for the company and one for the company registration authority.
Article 39 Matters not covered in the Articles of Association shall be decided by shareholders through discussion.
Signature and seal of shareholders:
20 1X year XX month XX day
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Note: Matters agreed by shareholders themselves in the Articles of Association shall not violate the provisions of relevant laws and administrative regulations.