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Articles of association, means
corporation
The name of the company prescribed by law,
domicile
,
Business scope
,
Management system
The basic documents of such major matters are also the written documents necessary for the company to specify the basic rules of the company's organization and activities.
The articles of association are
stockholder
Common and consistent
Representation of intention
It sets out the basic principles of the organization and activities of the company and is the charter of the company. The articles of association have the basic characteristics of legality, authenticity, autonomy and openness. Articles of association and
Company law
As well as sharing the responsibility for adjusting the company's activities. As the basic principle of a company's organization and behavior, the company's articles of association are of great significance to the establishment and operation of a company, which is not only the foundation of the company's establishment, but also the soul of the company's survival.
- Chinese name
- Articles of association
- Foreign name
- Articles of association of the company
- unscramble
- The basic documents formulated by the company according to law
- serve
- Autonomous regulated corporation
- Feature 1
- legality
- Feature 2
- authenticity
- Feature 3
- autonomy
- Trait 4
- openness
Articles of association and
Company law
As well as sharing the responsibility for adjusting the company's activities. This requires that the shareholders and sponsors of the company in the formulation of the articles of association, must be thoughtful, clear and detailed, can not do a variety of understanding.
1. Legality.
The legal nature mainly emphasizes that the legal status, main content, amendment procedure and effect of the articles of association are mandatory by law, and no company shall violate it. The articles of association is one of the necessary conditions for the establishment of a company. Whether it is a limited liability company or a joint stock limited company, the articles of association must be concluded by all shareholders or promoters and must be submitted when the company is registered
Company registration
Registration by the authorities.
2.
authenticity
.
Authenticity mainly emphasizes that the content recorded in the articles of association must be objectively existing and consistent with reality.
3. Autonomy.
The autonomy is mainly reflected in the following aspects: First, the company's articles of association, as a code of conduct, are formulated by the company itself, not by the state, and are the shareholders of the company
Representation of intention
Consistent results; Secondly, the company's articles of association is a kind of extra-legal code of conduct, which is carried out by the company itself, without the need of national compulsory force to ensure its implementation. Third, the articles of association as the internal rules of the company, its effect only applies to the company and the relevant parties, but does not have a general binding force.
4.
openness
.
Openness is the main thing
Company limited by shares
Let me tell you. The articles of association should not only be correct
Investor
Public, but also to include
creditor
Internal general
The public
Make it public.
1, the most important conditions for the establishment of the company and the most important documents
[1]
Articles of association
2, the company's articles of association is the basic legal document to determine the rights and obligations of the company
Once the articles of association are approved by the relevant departments and approved by the company registration authority, they shall become legally effective. In accordance with the articles of association, the company shall enjoy various rights and undertake various obligations, and acts in conformity with the articles of association shall be protected by the laws of the state; For violations of the articles of association, the relevant authorities have the right to intervene and punish them.
3. The basic legal basis for the company's external business exchanges
Since the articles of association of the company stipulate the principles and rules of the company's organization and activities, including the business purpose, property status, rights and obligations, etc., it is important for investors,
creditor
And the third party to carry out economic exchanges with the company provides the conditions and credit basis. All persons who interact with the company's economy in accordance with the company's articles of association can be effectively protected by law.
4. The articles of association are the autonomous norms of the company
The articles of association, as the autonomy norm of the company, are determined by the following contents. First, the company's articles of association, as a code of conduct, are made by the shareholders of the company, not by the state, in accordance with the company law. The company law is the basis for formulating the articles of association. As the company law can only stipulate the universality of the company, it is impossible to take into account the particularity of each company. The articles of association formulated by each company in accordance with the Company Law can reflect the personality of the company and provide a code of conduct for the company. Second, the company's articles of association is a kind of extra-legal code of conduct, which is implemented by the company itself, without the enforcement force of the state. When there is a violation of the articles of association of the company, as long as the act does not violate laws and regulations, it shall be resolved by the company itself. Third, as a code of conduct within the company, the articles of association only apply to the company and relevant parties, but do not have universal effect.
In view of the above functions of the articles of association, the legal effect of the articles of association must be strengthened. This is not only necessary for the company activities themselves, but also
Market economy
The need for healthy development. Articles of association and
Company law
As well as sharing the responsibility for adjusting the company's activities. This requires that the shareholders and sponsors of the company in the formulation of the articles of association, must be thoughtful, clear and detailed, can not do a variety of understanding. The company registration authority must strictly check and standardize the articles of association of the company
State management
From the perspective of the company, to supervise the establishment of the company and ensure that the company can carry out normal operation after the establishment.
The company law of various countries has clear provisions on the content of the articles of association, which are mainly reflected in the records of the company. The items recorded in the articles of association of a company shall be divided into three categories according to whether they are clearly stipulated by law
Necessary record
and
Arbitrary entry
. Matters expressly stipulated by law that must be stated or chosen to be enumerated shall be matters necessary for recording. If the law does not explicitly provide for the recording of matters arbitrarily chosen by the drafters of the articles of association, the recording of matters shall be arbitrary. According to the effect of statutory necessary records on the effectiveness of the articles of association, the necessary records can also be divided into absolutely necessary records and relatively necessary records. The content of the above recorded matters in the articles of association of the company may vary from country to country and from company to company, but it is nothing more than the following three aspects: the rights and responsibilities of the company's shareholders; Organizational rules of the company; Corporate power and rules of conduct.
The absolutely necessary items are the legal items that must be recorded and indispensable in each company's articles of association. If any item is missing or any item is illegal, the whole articles of association will be invalid. These matters are generally major matters involving the fundamental nature of the company, and some of them are common problems that all kinds of companies must have. Companies of various countries have made clear provisions on the absolutely necessary records of articles of association, which usually include the name of the company,
domicile
Purpose, registered capital, property liability, etc. For example, the Japanese Commercial Law stipulates that the absolute record of the articles of association of a joint stock limited company is: the purpose of the company; A business name; The total number of shares issued by the company; The amount of each share at the time of issuance; The total number of shares issued at the time of establishment of the company and the respective number of shares with or without a front face; The location of the head office; The company's method of making announcements; Name and domicile of the promoter. The first articles of association in Chinese history, 1867
Yung Hong
draft
Articles of association of new steamship companies
", contains the above main content.
According to the Chinese"
Company law
The articles of association of a limited liability company must state the following: the name and domicile of the company; The business scope of the company; The registered capital of the company; The name of the shareholder; The rights and obligations of shareholders; The method and amount of capital contribution of the shareholder and the conditions for the transfer of capital contribution by the shareholder; The organization of the company, its formation method, functions and powers, and rules of procedure; The legal representative of the company; Reasons for dissolution and liquidation of the company; Other matters that the shareholders' meeting deems necessary to record.
The articles of association of a joint stock limited company must state the following: the name and domicile of the company; The business scope of the company; The way of establishment of the company; The total number of shares, the amount per share and the registered capital of the company; The name and title of the promoter and the number of shares subscribed for; The rights and obligations of shareholders; The composition, powers, term of office and rules of procedure of the Board of directors; Legal representative of the company; The composition, functions and powers, term of office and rules of procedure of the board of supervisors; The company's profit distribution method; Reasons for dissolution and liquidation of the company; The company's notification and announcement measures; Other matters deemed necessary to be recorded by the general meeting of shareholders.
Relative record matters are some matters listed in the law, and the author of the constitution decides whether to record them. If recorded, the matter will have legal effect; If the record is illegal, only that matter is invalid; If it is not recorded, it will not affect the validity of the entire constitution. Identify matters that are relatively necessary to be recorded in order to make the relevant terms between the company and the promoter, the company and
subscriber
A binding force occurs between the Company and other third parties.
The laws of some countries list the relatively necessary records of the articles of association, which generally include the special interests obtained by the initiator, the establishment costs and the remuneration of the initiator, the contribution of related non-monetary assets, the term of the company, the establishment of a branch company, etc. As provided in Article 168 of the Japanese Commercial Law, the following matters shall not be effective unless they are recorded in the articles of association: the special benefits to be accepted by the promoter and the names of the beneficiaries; The name of the physical investor, the subject property of the contribution, its price and the difference, type and quantity of the shares given, between the par shares and the non-par shares; Agree on the property to be transferred after the establishment of the company, its price and the name of the transferor; The amount of remuneration to be accepted by the promoter; The expenses of the establishment shall be borne by the company, except for the commission fees for the certification of articles of association and the remuneration payable to the bank or trust company for the payment of shares.
China's Company Law does not provide for the relatively necessary records.
Arbitrary recording refers to the items that are not explicitly stipulated by law, and whether they are recorded in the articles of association or not, the articles of association maker chooses to record at will according to the actual situation of the company. Any matters recorded in the articles of association of the company, as long as they do not violate the provisions of law, public order and good customs, the makers of the articles of association may be included in the articles of association according to actual needs. Arbitrary entry
If the particulars contained herein are not recorded, the validity of the articles of association as a whole shall not be affected; If recorded, the matter will have legal effect, the company and its shareholders must comply with, can not arbitrarily change; In case of change, the special procedure for amending the Constitution must also be followed. From the perspective of Article 22 (11) and Article 79 (13) of the Company Law of China, other matters that the shareholders' meeting or the shareholders' meeting deems necessary to be specified shall be arbitrary records.
The contents of the articles of association are the matters recorded in the articles of association. According to the provisions of Article 81 of the Company Law of China, the articles of association of a joint stock limited company include up to 12 items that should be recorded, which reflects the strict control of the joint stock limited company. The contents of the 12 provisions include: company name and domicile; The business scope of the company; The way of establishment of the company; The total number of shares, the amount per share and the registered capital of the company; The name of the promoter and the number of shares subscribed for; The rights and obligations of shareholders; The composition, powers, term of office and rules of procedure of the Board of directors; Legal representative of the company; The composition, functions and powers, term of office and rules of procedure of the board of supervisors; The company's profit distribution method; Reasons for dissolution and liquidation of the company; The company's notification and announcement measures; Other matters deemed necessary to be recorded by the general meeting of shareholders.
[4]
Article 18 of the Rules for the Implementation of the Regulations on the Registration and Administration of Enterprise Legal Persons, which took effect on January 1, 2001, stipulates that the contents of the articles of association of enterprise legal persons shall comply with the provisions of national laws, regulations and policies, and state the following matters: Name and domicile; Economic nature; The amount of registered capital and its source; The scope and mode of business operation; Its organizational structure and its functions and powers; The procedure for the selection of the legal representative and the scope of his functions and powers;
Financial management system
And the form of profit distribution; Labor employment system; Procedures for amendment of articles of association; Termination of the program; Other business.
[2]
The articles of association of the legal person shall also state: the method of contribution, amount and investment period of the joint parties; The rights and obligations of the members of the joint parties; Conditions and procedures for participation and withdrawal; The formation, form, functions and powers of the organizational management body and its decision-making procedures; The term of office of the principal.
The articles of association shall become legally binding once they come into force. The characteristics of the articles of association determine the effect of the articles of association on the company and the members of the shareholders, and also on the directors,
supervisor
, the manager has
Binding force
. The Company Law of the People's Republic of China stipulates that "the articles of association of the company shall be formulated in accordance with this Law when a company is established." Articles of association for companies,
stockholder
The directors, supervisors and managers are binding.
Effectiveness to the company
The company's articles of association are the basic principles of the company's organization and behavior, and the company must abide by and execute the articles of association. According to the articles of association, the company has obligations to its shareholders. Therefore, once the company infringes the rights and interests of the shareholders, the shareholders can bring a lawsuit against the company in accordance with the articles of association.
Effect on shareholders
The articles of association are the autonomous rules of the company. Every shareholder, whether he participates in the formulation of the initial articles of association of the company or joins the company after subscribing or transferring the shares of the company, has the binding force of contract on him. The shareholders must abide by the provisions of the articles of association and have obligations to the company. If a shareholder violates this obligation, the company may bring a lawsuit against him in accordance with the articles of association. However, it should be noted that the shareholder is only bound by the company as a member of the shareholder, if the shareholder has a relationship with the company in another capacity, the company cannot claim rights against the shareholder according to the company's articles of association.
Mutual effect on shareholders
The articles of association of the company are generally regarded as having constituted a contractual relationship between the shareholders, which obliges the shareholders to each other, so that if the rights of one shareholder are infringed by another shareholder in violation of his personal obligations under the articles of association, that shareholder may make a claim against another shareholder under the articles of association. However, it should be noted that the basis for the shareholder's claim should be the rights and obligations between the shareholders stipulated in the company's articles of association, such as the shareholders of a limited liability company to transfer capital
preemption
Rather than the rights and obligations between shareholders and the company. If a shareholder violates his obligations to the company and the interests of the company are harmed, other shareholders cannot directly file a claim against the shareholder, but can only do so through the company or in the name of the company.
As senior management personnel of the company, the directors, supervisors and managers have the duty of good faith to the company. Therefore, if the directors, supervisors and managers of the company violate their duties as stipulated in the articles of association, the company may bring a lawsuit against them in accordance with the articles of association. However, whether directors, supervisors and managers have a direct duty of good faith to shareholders is not conclusive. It is generally accepted that the obligations of directors, etc. are to the company and not directly to the shareholders. Therefore, under normal circumstances, shareholders cannot directly Sue directors. However, national legislation or judicial jurisprudence, while establishing the above general principles, also recognizes certain exceptions. Where the interests of shareholders are directly infringed upon as a result of intentional or gross negligence on the part of directors or other directors of the company in violation of their duties in the articles of association, the shareholders may, in accordance with the articles of association, claim rights against the directors, supervisors or managers of the company. Some countries have laws against certain directors and shareholders
Direct liability
For example, Article 166 (3) of the Japanese Commercial Law specifically stipulates the liability of directors to third parties, including shareholders; Where a director is guilty of malice or gross negligence in the performance of his duties, the director shall also be liable for damages to a third party
Joint and several liability
. The Company Law of China does not stipulate the liability of directors to third parties, nor does it stipulate the representative litigation of shareholders. However, in order to meet the needs of overseas listing and coordinate with the relevant laws of the countries where the company is listed abroad, the necessary provisions of the Articles of Association of the company stipulate the direct litigation rights of the shareholders against the directors according to the articles of association. Article 7 of the Requisite Article also extends the effect of the articles of association to persons other than directors, supervisors and managers
Senior management of the company
That is, the financial officer of the company,
Secretary of the board
The Articles of Association shall be binding on the Company and its shareholders, directors, supervisors, managers and other senior management personnel; The aforementioned personnel may claim rights related to the company's affairs in accordance with the articles of association. The shareholders may, in accordance with the articles of association, Sue the directors, supervisors, managers and other officers of the company."
The articles of association of a limited liability company shall be formulated jointly by the shareholders and shall be signed and sealed by the shareholders upon the unanimous consent of all the shareholders. Amendments to the articles of association must be approved by shareholders representing more than two-thirds of the voting rights.
The articles of association of a joint stock limited company shall be formulated by the promoters and adopted by more than half of the voting rights held by the subscribers present at the founding meeting; Amendments to the articles of association must be approved by more than two-thirds of the voting rights held by the shareholders present at the shareholders' meeting.
If the articles of association of the company lack the above necessary items or the contents of the articles of association are contrary to the provisions of national laws and regulations, the company registration authority shall request the applicant to amend them; If the applicant refuses to amend, the application for company registration shall be rejected.
Under any of the following circumstances, the company shall amend its articles of association:
(1) After the Company Law or the relevant laws and administrative regulations are amended, the matters provided for in the articles of Association conflict with the provisions of the amended laws and administrative regulations;
(2) The circumstances of the company have changed and are inconsistent with the matters recorded in the articles of association;
According to the provisions of the Company Law of China, the amendment of the Articles of Association shall be carried out in accordance with the following procedures:
1. The Board of Directors shall make a resolution to amend the articles of association of the Company and propose a draft amendment to the articles of association.
2. Shareholders will vote on the articles of association amendment. For a limited liability company to amend its articles of association, more than two-thirds of its representatives must be approved
Right to vote
Approved by shareholders; Any amendment to the articles of association of a joint stock limited company shall be approved by more than two-thirds of the voting rights held by the shareholders present at the shareholders' meeting.
3. When the amendment of the articles of association involves matters requiring examination and approval, it shall be submitted to the competent government authority for approval. If a joint stock limited company issues new shares for the purpose of registered capital, it must apply to the department authorized by The State Council or the people's government at the provincial level for approval; If it is a public offering, it must be approved by the securities regulatory department under The State Council.
4. If the amendment of the articles of association involves matters requiring registration, it shall be reported to the company registration authority for approval and handled
Change registration
; If no registered items are involved, they shall be submitted to the company registration authority for record.
5. If the amendment of the articles of association involves matters that need to be announced, it shall be announced according to law. If the company has raised the full amount of shares by issuing new shares, it must make an announcement in the manner prescribed by law or the articles of association of the company.
6. Amendments to the articles of association shall be submitted to the company registration authority.
Resolution of the shareholders' meeting
"And"
Amendment to articles of association
If it involves registered matters, it is necessary to have the signature of the company legal person to complete the change.
Articles of Association of Beijing ***** Advertising Co., LTD.
Chapter I General provisions
Article 1 Purpose of the company: Through the establishment of the company's organizational form, it shall be jointly funded by the shareholders
Capital fund
Build new
Management mechanism
To contribute to the revitalization of the economy. According to the
Company Law of the People's Republic of China
And the relevant provisions of the Regulations of the People's Republic of China on the Administration of Company Registration, to formulate the articles of Association of the Company.
Article 2 Company name: Beijing ***** Advertising Co., LTD
Article 4 A company shall be established by two shareholders with capital contribution, and the shareholders shall
Subscription amount of capital contribution
To the extent that they are liable to the company; The company takes all of it
assets
Accept responsibility for the debts of the company. The corporation enjoys all the formation of the shareholders' investment
Property right of legal person
And enjoy it in accordance with the law
Civil right
, undertake
Civil liability
, have
Enterprise legal person
Qualifications.
Shareholder name (name) Certificate number (ID number)
A *** *********************
B *** *********************
Article 5 Business scope: engaged in the production and release of all kinds of advertisements. (Business license involved, business by license)
Article 6 Term of operation: 20 years. corporation
Business license
The date of issue is the date of incorporation of the company.
Chapter II Registered capital, subscribed contribution amount and paid-in capital amount
Article 7 The registered capital of the company shall be 200,000 yuan.
Paid-in capital
It's 200,000 RMB. The registered capital of the company is the amount of capital contributions subscribed by all shareholders registered in accordance with the law with the company registration authority, and the paid-in capital of the company is the amount of capital contributions actually delivered by all shareholders and registered by the company registration authority in accordance with the law.
Article 8 Name of shareholder, amount of subscribed and paid capital contribution,
Way of investment
Schedule of investment time.
Article 9 The registered capital of each company subscribed and paid by each shareholder shall be entrusted before the application for company registration
Accounting firm
Verify.
Article 10 After the company is registered, it shall be issued to the shareholders
Capital contribution certificate
. The capital contribution certificate shall contain the name of the company, the date of establishment of the company, the registered capital of the company, the name or name of the shareholder, the amount of capital contribution paid and the date of capital contribution, and the number and date of the capital contribution certificate. The capital contribution certificate shall be sealed by the company. The capital contribution certificate is made in duplicate, with one held by the shareholder and the company. If the capital contribution certificate is lost, it shall be immediately reported to the company for cancellation and reissued after examination by the company's legal representative.
Article 11 The Company shall establish
Register of shareholders
Record the shareholder's name, address, amount of capital contribution and the number of the capital contribution certificate.
Chapter III Rights and obligations of shareholders and the conditions for the transfer of investment
Article 12 A shareholder, as a contributor of capital, shall enjoy the rights to benefit from the owner's assets, make major decisions and choose managers in proportion to his capital contribution, and bear the corresponding obligations.
Article 13 Rights of shareholders:
1. Attend the shareholders' meeting and have the right to vote according to the proportion of capital contribution;
2. Shareholders shall have the right to inspect the minutes of shareholders' meetings and the company
Financial accounting report
;
4. Shareholders shall receive a share in proportion to their capital contribution
bonus
. When the company increases its capital, the shareholders may subscribe to the capital contribution first in proportion to the capital contribution;
After the termination of the Company, the remaining property of the company shall be divided according to law.
Article 14 Obligations of shareholders:
(1) Pay their respective subscribed capital contributions in full and on time;
(2) Bear the company's debts within the limit of the amount of capital contribution subscribed;
3. The company shall not withdraw its capital contribution after completing the industrial and commercial registration;
4. Comply with the provisions of the articles of association;
Article 15 Transfer of capital contribution:
(1) Shareholders may transfer all or part of their capital contribution to each other;
When a shareholder transfers its capital contribution to a person other than a shareholder, it must obtain the consent of more than half of the other shareholders. Shareholders shall act accordingly
Equity transfer
If the other shareholders fail to reply within 30 days from the date of receipt of the written notice, they shall be deemed to have consented to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree to the transfer shall purchase the capital contribution, and if they do not purchase the capital contribution, they shall be deemed to have agreed to the transfer. Where the capital contribution is transferred with the consent of the shareholder, other shareholders shall have the right of preemption on the transferred capital contribution under the same conditions. If two or more shareholders claim to exercise the preemptive right, the respective purchase ratio shall be determined through consultation; If no agreement can be reached through negotiation, the preemptive right shall be exercised according to the proportion of the respective investment at the time of transfer.
3. After a shareholder transfers its capital contribution according to law, the Company shall record the name, domicile and amount of capital contribution of the transferee in the register of shareholders.
Chapter IV Qualifications and obligations of the company and senior management personnel
Article 16 In order to ensure the smooth and normal development of the production and business activities of the company, the company shall establish a committee of shareholders, executive directors and supervisors, who shall be responsible for the planning, organization, leadership, coordination and supervision of the production and business activities of the whole company.
Article 17 The Company shall set up a manager, business department, finance department and other specific handling agencies, which are respectively responsible for handling the daily specific affairs of the company in carrying out production and business activities.
Article 18 The executive director, supervisor and general manager shall abide by the articles of Association, the Company Law of the People's Republic of China and other relevant laws of the state.
Article 19 The company shall study and decide on the wages, welfare,
Safe production
And labor protection, labor insurance and other issues involving the vital interests of the employees, the opinions of the company's trade union and employees shall be heard in advance, and the trade union or employee representatives shall be invited to attend the relevant meetings.
Article 20 A company shall listen to the opinions and suggestions of its trade union and employees when studying and deciding on major issues concerning its production and operation and formulating important rules and regulations.
Article 21 Under any of the following circumstances, a person may not serve as an executive director, supervisor or manager of the company:
2. For committing crimes
corruption
, bribery, embezzlement,
embezzle
Property crimes or crimes against social and economic order; Have been sentenced to a criminal sentence of less than five years, or have been convicted of a crime
Deprivation of political rights
. The term of execution has not exceeded five years.
(3) Serving as a director or factory director or manager of a bankrupt liquidation company (enterprise) due to improper operation, and having personal responsibility for the bankruptcy of the company (enterprise), it has not been more than three years since the date of completion of the bankruptcy liquidation of the company (enterprise);
(4) Acting as the legal representative of a company (enterprise) whose business license has been revoked due to violation of the law, and having personal responsibility, it has not been more than three years since the date of the company (enterprise) 's business license has been revoked;
(5) A large amount of personal debt is due and not cleared.
Where a company elects or appoints an executive director or supervisor or hires a manager in violation of the preceding paragraph, such election, appointment or appointment shall be invalid.
Article 22
Civil servant
He shall not concurrently serve as an executive director, supervisor or manager of the company.
Article 23 The executive director, supervisor and general manager shall abide by the articles of association of the company, faithfully perform their duties and safeguard the interests of the company, and shall not take advantage of their positions and powers in the company to seek private gains for themselves. An executive director, supervisor or general manager shall not take advantage of their powers to accept bribes or other matters
Illegal income
Shall not encroach upon the property of the company.
Article 24 An executive director or general manager may not misappropriate company funds or lend company funds to any unit or individual unrelated to the Company's business.
An executive director or general manager may not open an account in his or her own name or in the name of any other individual to store the company's funds, nor may he or she invest the company's funds in any other entity in his or her own name.
The executive director or the general manager shall not provide guarantee for the debts of the shareholders or other individuals of the company with the assets of the company.
Article 25 An executive director or a general manager may not operate for himself or for others the same or similar projects as the company he works for, or engage in activities that harm the interests of the Company. The income derived from the aforesaid business or activities shall belong to the company.
Chapter V Shareholders' meeting
Article 26 A company shall establish a shareholders' meeting. The shareholders' meeting is composed of all shareholders of the company, and the shareholders' meeting is the highest authority of the company. At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution. More than all shareholders must be present at the meeting
Voting rights of shareholders
More than half of the shareholders can be convened. The first shareholders' meeting shall be convened by the shareholders with the largest contribution, and the subsequent shareholders' meeting shall be convened and presided over by the executive director.
Article 27 The shareholders' meeting shall exercise the following functions and powers:
2. Elect and replace executive directors and decide on matters relating to the remuneration of executive directors;
Electing and replacing supervisors who are not employees' representatives, and deciding on matters related to the remuneration of supervisors;
To examine and approve the reports of the executive directors or the reports of the supervisors;
5. Review and approve the company's annual financial forecast and final accounting plan, profit distribution plan and loss recovery plan;
6. Make resolutions on the increase or decrease of the Company's registered capital;
7. Make resolutions on division, merger, dissolution, liquidation or change of company form of the company;
8. Amend the articles of association of the company;
9. Appointing or dismissing the manager of the company;
11. Other functions and powers stipulated in the articles of association.
The shareholders' meeting is divided into regular meetings and temporary meetings. The shareholders' meeting shall be held regularly every six months and shall be convened and presided over by the executive director. If an executive director is unable or fails to perform his duties in convening a shareholders' meeting, the supervisor shall convene and preside over the meeting; If the supervisor does not convene and preside over the meeting, the shareholders representing more than one-tenth of the voting rights may convene and preside over the meeting on their own. A notice shall be given to all shareholders 15 days in advance of the convening of a shareholders' meeting.
(1) The shareholders' meeting shall make resolutions on the items discussed. A resolution to amend the articles of association, increase or decrease the registered capital, division, merger, dissolution or change the form of the company must be approved by the shareholders representing more than two-thirds of the voting rights;
(2) The shareholders' meeting shall prepare minutes of the matters discussed. The shareholders present at the meeting shall sign the minutes of the meeting, which shall be kept as the company's archives for a long time.
Chapter VI Executive Directors, managers and supervisors
Article 28 The Company has no board of directors and only one director. The executive director shall be elected with the consent of the shareholders representing more than two-thirds of the voting rights in the shareholders' meeting.
Article 29 The executive director shall be the legal representative of the Company.
Article 30 The executive director shall be responsible to the shareholders' meeting and shall exercise the following functions and powers:
1. Be responsible for convening the shareholders' meeting and reporting the work to the shareholders' meeting;
(2) Implement the resolutions of the shareholders' meeting and formulate rules for their implementation;
4. Prepare the company's annual financial forecasts and final accounts, profit distribution and loss making plans;
5. To formulate plans for the increase or decrease of the company's registered capital, division, change of company form, dissolution and establishment of branch companies;
Vi. Decide on the establishment of the company's internal management organization, the selection of the company's managers and the remuneration matters;
7. Appoint or dismiss deputy managers and financial officers of the company on the nomination of the manager, and decide on their remuneration;
8. Formulate the basic management system of the company.
Article 31 The term of office of an executive director shall be three years and may be re-elected. Before the expiration of the term of office of an executive director, the shareholders' meeting shall not remove him without cause.
Article 32 The manager of a company shall be appointed or dismissed by the shareholders representing more than two-thirds of the voting rights at the shareholders' meeting. The manager shall be responsible to the shareholders' meeting and shall exercise the following functions and powers:
1. Taking charge of the production, operation and management of the company and organizing its implementation
Resolution of the shareholders' meeting
Organize and implement the company's annual business plan and investment plan.
2. Formulate the plan for the establishment of the company's internal management organization.
Iii. Formulate the basic management system of the company.
4. Formulate specific rules and regulations of the company.
5. To nominate candidates for the appointment or dismissal of the company's deputy manager and financial officer to the shareholders' meeting.
Appointment or dismissal of the head of the management department other than those who should be appointed or dismissed by the executive director.
7. Other functions and powers conferred by the shareholders' meeting.
Article 33 The company shall not have a board of supervisors, but only one supervisor, who shall be elected with the consent of the shareholders representing more than two-thirds of the voting rights. The term of office of a supervisor shall be three years and may be re-elected at the end of the term. No executive director, manager or financial officer of the Company shall serve concurrently as a supervisor.
Functions and powers of supervisors:
1. Inspection
Corporate finance
(2) To supervise the performance of the duties of the executive director and senior management personnel, and to propose the removal of the executive director and senior management personnel who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting
(3) Require the executive director or the general manager to correct any act that harms the interests of the Company; To convene and preside over shareholders' meetings when the executive director fails to perform the duties of convening and presiding over shareholders' meetings as provided for in this Law
4. Submit proposals to the shareholders' meeting
5. Bring a lawsuit against the executive director or senior management in accordance with Article 152 of the Company Law of the People's Republic of China
6. Other functions and powers stipulated in the articles of association of the Company.
Chapter VII Finance and Accounting
Article 34 A company shall establish its financial affairs in accordance with laws, administrative regulations and the provisions of the State financial administrative department.
Accounting system
.
Article 35 The Company shall prepare its financial affairs at the end of each fiscal year
Financial statement
Auditing shall be conducted in accordance with the provisions of the State and relevant departments, and submitted to the financial, tax,
Administration of industry and commerce
And other departments, and sent to each shareholder review.
The financial and cross-machine reports include the following financial statements and subsidiary schedules:
Balance sheet
;
Profit and loss statement
; Iii. Statement of changes in financial position; Iv. Financial statement; Five.
Profit distribution statement
.
Article 36
Corporate distribution
Each year when the after-tax profit is made, 10% of the profit shall be included
Statutory reserve
When the accumulation of the company's statutory reserve fund exceeds 50% of the company's registered capital, it may no longer be withdrawn.
The company's statutory reserve fund is insufficient
Recoup losses from previous years
Where, before drawing the statutory provident fund in accordance with the provisions of the preceding paragraph, the profits of the current year shall first be used to make up the losses.
Article 37 The after-tax profits remaining after the company has made up the losses and withdrawn the provident fund shall be distributed according to the proportion of the shareholders' capital contribution.
Article 38 When the statutory reserve fund is converted into capital, the reserve fund retained shall not be less than 25 percent of the registered capital of the company before the conversion.
A company may not set up any accounting books in addition to its legal accounting books.
Accounting books, statements and various vouchers shall be bound and filed in accordance with the relevant provisions of the Ministry of Finance and properly kept as important archival materials.
Chapter VIII Merger, division and Change of registered Capital
Article 39 Where a company merges, splits or reduces its registered capital, the shareholders' meeting of the company shall make a resolution. Sign agreements in accordance with the requirements of the Company Law of the People's Republic of China, liquidate assets, prepare lists of assets and liabilities and property, notify creditors and make public announcements, and go through relevant procedures according to law.
Article 40 In the event of merger, division or reduction of registered capital, the company shall prepare a balance sheet and a list of assets, notify creditors within 10 days, and publish an announcement in a newspaper within 30 days. Creditor receivables
notice
Within 30 days from the date of the announcement, or within 45 days from the date of the announcement, the company shall have the right to request the company to pay off its debts or provide corresponding guarantees.
Article 41 In the event of a merger or division of a company, where the registered items are changed, the company shall register the change with the company registration authority in accordance with law.
Dissolution of company
If so, it shall be handled according to law
Cancellation of company
To register; Where a new company is to be established, the company establishment registration shall be completed in accordance with the law.
If a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Chapter 9 Bankruptcy, Dissolution, Termination and Liquidation
Article 42 Where a company is dissolved due to the provisions of item (1) (2) (4) (5) listed in Article 181 of the Company Law of the People's Republic of China, it shall be established within 15 days from the date of occurrence of the cause of dissolution
Liquidation team
, begin liquidation. If a liquidation group is not established within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group to conduct liquidation.
Company liquidation
The group shall be notified within 10 days from the date of its establishment
Creditor's right
And to be published in the newspaper within 60 days. Creditors shall, within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice, report their claims to the liquidation group.
The assets of the company shall respectively pay the liquidation expenses, the wages of the employees, the social insurance expenses and the expenses of the employees
Statutory compensation
The remaining assets after paying the taxes owed and paying off the debts of the company shall be distributed by the limited liability company in proportion to the contribution of the shareholders.
After the liquidation of the company, the company shall apply to the company registration authority for cancellation of the company registration according to law.
Chapter X The Trade Union
Article 43 The Company shall comply with the relevant laws of the State and the
Trade Union Law of the People's Republic of China
Establish a trade union. The trade union shall work independently and independently, and the company shall support the work of the trade union. The company's labor employment system is strictly in accordance with the"
Labor law
"Execution.
Chapter XI Supplementary Provisions
Article 44 The right to interpret the articles of association belongs to the shareholders' meeting of the company.
Article 45 The articles of association shall become effective upon being signed and sealed by all the shareholders.
Article 46 The company may amend its articles of association upon the proposal of the shareholders' meeting, which shall be approved by the shareholders representing more than two-thirds of the voting rights of the company, signed by the legal representative of the company and reported to the company registration authority for the record.
Article 47 In case of any conflict between the articles of Association and the laws, administrative regulations or provisions of The State Council, the laws, administrative regulations or decisions of The State Council shall prevail.
Signature of all shareholders:
Year month day
Instructions for use
1. The model Articles of Association are for reference only. The parties may make amendments according to the specific circumstances of the company, but the necessary provisions stipulated by laws and regulations shall not be deleted, and the method of discussion and voting procedures of the company's organizational structure must be clearly defined in the articles of association.
2. The bold characters in the model articles of association are suggestive or optional clauses, and the parties should pay attention to the consistency of the clauses before and after the selection of the articles, such as the selection of executive directors in Chapter 5, the provisions on the board of directors should be deleted. In the sixth chapter, the selection of supervisors shall delete the provisions on the Board of supervisors.
3. The articles of association shall be printed separately after the parties have formulated them in accordance with the model articles of association.
Natural person shareholder
Autograph required,
Corporate shareholder
Need to seal, legal representative or agent autograph.
Iv. According to the
Regulations of the People's Republic of China on the Administration of Company Registration
Article 23 If the articles of association of a company have any content that violates laws or administrative regulations, the company registration authority shall have the right to request the company to make corresponding amendments.
[3]
The general function of the company's articles of association is that the company's articles of association, as a public legal document with clear provisions on important and basic issues of the company, is the basic basis for the company's shareholders to join, the registration department to approve the registration, creditors and other members of the public to understand the company. The norms established by it not only adjust the organizational form of the company but also regulate the specific behavior of the company, so that the company with the purpose and organizational structure can maximize the profit in the institutional environment. In addition, it coordinates the rights and obligations of the investment subjects, and makes personalized institutional arrangements in the autonomous space of the company's articles of association, from the selection of the company's organization, from the definition of the power, responsibilities and obligations of the company's organization, and from the operation of the company's organization.
As an organization formed by the combination of different resource owners, the company aims to create more efficiency through collaborative labor than the owners of individual factors of production can do alone. All organizations focused on the economy aim at furthering the interests of their members, and their unique and primary function is to promote the common good of groups of individuals. But it is undeniable that, given that members of an organization share common interests, they obviously also have purely personal interests that differ from others in the organization. A company is an organization composed of multiple interest subjects with different interest tendencies, reflecting different interest patterns: the company pursues profit maximization; Shareholders seek to maximize earnings per share; Managers seek to maximize personal rewards; Employees seek to maximize salary and welfare benefits; The company's creditors pursue the safety maximization of the claim right; The public pursues the maximization of corporate social responsibility; The government seeks to maximize the contribution of companies to the national economy.
The function of law is to regulate the above complicated interest relations, and different interest subjects also hope to confirm and realize their will by formal system. The articles of association is the most typical manifestation of this kind of system, which can achieve the goal of the development of different interests of the company by reducing the cost of the company's behavior and improving the efficiency. A good legal system always tries to maximize the protection of social wealth under the premise of ensuring social stability and promoting social development, so that social wealth will not be destroyed at will, and social wealth will be used appropriately or in the most economical way. By providing a set of rules related to rights, obligations and responsibilities, the charter designs appropriate behavior patterns for the company and provides a broad space for all creative activities, so that the company can obtain a larger output with a smaller input and strive for the optimal practical effect. At the same time, in terms of procedure, the articles of association provide the simplest and most economical procedure mode for the company to achieve the purpose of the law and its members.
