This requires that the shareholders and promoters of the company must be considerate and clearly defined when formulating the articles of association, and cannot make various understandings.

Basic concepts of articles of association

The articles of association refer to the basic documents formulated by the company according to law, which stipulate the company's name, domicile, business scope, management system and other important matters. Or it refers to the necessary written documents that the company stipulates the basic rules of the company's organization and activities, which are expressed by shareholders who are fixed in writing. The articles of association are the basic principles of the company's organization and activities, and are the articles of association of the company.

Articles of association are the most important conditions and documents for the establishment of a company.

The establishment procedure of a company begins with the conclusion of the articles of association and ends with the registration of establishment. China's "Company Law" clearly stipulates that the establishment of articles of association is one of the conditions for the establishment of a company. The examination and approval authority and the registration authority shall examine the articles of association of the company and decide whether to approve or register. The company has no articles of association and cannot be approved; The company has no articles of association and cannot be registered.

The articles of association are the basic legal documents to determine the relationship between rights and obligations of a company.

Once the Articles of Association are approved by the relevant departments and approved by the company registration authority, they will become legally effective to the outside world. The company enjoys various rights and undertakes various obligations in accordance with the articles of association, and the behaviors that conform to the articles of association are protected by the state laws; In violation of the articles of association, the relevant authorities have the right to intervene and punish.

The Articles of Association is the basic legal basis for the company's foreign business dealings.

Because the articles of association stipulate the principles and detailed rules of the company's organization and activities, including business objectives, property status, rights and obligations, etc. It provides conditions and credit basis for investors, creditors and third parties to conduct economic exchanges with the company. Anyone who is associated with the company's economy according to the company's articles of association can be effectively protected according to law.

Articles of association are the norms of company and autonomy.

As the company's autonomy criterion, the Articles of Association is determined by the following contents. First, the articles of association, as a code of conduct, are not formulated by the state, but by the shareholders of the company according to the company law. The Company Law is the basis for formulating the Articles of Association. Because the company law can only stipulate the universality of companies, it is impossible to take into account the particularity of each company. The articles of association formulated by each company according to the Company Law can reflect the company's personality and provide the company with a code of conduct. Second, the company's articles of association is a code of conduct outside the law, which is implemented by the company itself and does not need state coercion to ensure its implementation. In case of violation of the Articles of Association, as long as it does not violate laws and regulations, it shall be resolved by the company itself. Third, the articles of association, as the code of conduct within the company, only have the effect of the company and relevant parties, but have no universal effect.

The Importance of Correctly Understanding the Articles of Association

In view of the above functions of the articles of association, it is necessary to strengthen the legal effect of the articles of association. This is not only the need of company activities, but also the need of the healthy development of market economy. The articles of association, like the company law, bear the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must be considerate and clearly defined when formulating the articles of association, and cannot make various understandings. The company registration authority must strictly control the articles of association of the company, supervise the establishment of the company from the perspective of state management, and ensure the normal operation of the company after its establishment.

Model Articles of Association of Private Limited Liability Company

1. Format of Articles of Association of a limited liability company

I enterprise name: _ _ limited liability company

Two. Enterprise domicile: _ _ _ _

Three. Business address: _ _ _ _

Four. Legal representative of the enterprise: _ _ _ _ _ _, address: _ _ _ _ _ _

Verb (abbreviation of verb) Enterprise purpose: _ _ _

Business scope of intransitive verbs enterprise:

Main business: _ _ _ concurrently: _ _ _

Seven. Operation mode: _ _ _ _ _ _

Eight. Registered capital:

In which: fixed funds: _ _ _

Liquidity: _ _ _

9. Name of investor: domicile and capital contribution (it can be listed in the form, and can be filled in when the form is insufficient).

┌———————————┬———————————┬——————————┐

Name, amount of contribution, address

├———————————┼———————————┼——————————┤

│ │ │ │

├———————————┼———————————┼——————————┤

│ │ │ │

└———————————┴———————————┴——————————┘

X. Rights and obligations of investors:

(1) The investor shall be liable to the company with the amount of its capital contribution;

(2) An investor may not withdraw his capital contribution midway; If the transfer is really necessary, it must be approved by other investors;

(3) ... (Other contents agreed by both parties)

XI。 Organizational structure and employment system of the enterprise: _ _ _ _ _ _ _ _ _ _ _ _

Twelve. Conditions for dissolution of an enterprise: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Thirteen. Conditions for investors to transfer their capital contribution: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Fourteen The procedure for the creation and change of the legal representative of the enterprise is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Fifteen. Measures for profit distribution and loss burden: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(It may also be stipulated that the profits of enterprises after paying taxes according to the provisions of the state shall be treated according to the following principles:

_______________________________

When an enterprise suffers losses, the principle of loss sharing is: _ _ _ _ _ _ _ _ _ _ _)

Sixteen. Procedures for amending the Articles of Association: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Seventeen. Other matters to be explained: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Signature of all investors:

Date of signature: year month day.

explain

Articles of association are the guidelines for enterprise activities. The articles of association of a private enterprise mainly include the name, domicile and capital contribution of the enterprise.

Total amount and registered capital, production and operation projects and business scope, sources and composition of funds, names of investors and their capital contributions.

Capital, enterprise management system, financial management system, labor employment system, etc. The formulation of the articles of association of private enterprises should

Pay attention to the problems are:

(1) The Articles of Association is a clear and unanimous expression of the intention of all investors to set up a new enterprise. Therefore,

It is valid only after all investors agree unanimously. The procedure for amending the articles of association is the same as that for formulating the articles of association.

It must be recognized by the investors.

(2) The articles of association shall be comprehensive and specific, and regulate the whole process of enterprise activities. From enterprise establishment to enterprise transformation,

Termination should be clearly defined. Especially the enterprise organization, management organization, financial management system and so on.

Detailed and concrete, easy to operate.

If the image is incomplete, please refer to the table.

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