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Articles Of Association

2008/7/3 17:36:00 41888

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This example is designed according to the general provisions of the company law and the general conditions of the company. It is for reference only. When drafting the articles of association, please make corresponding modifications according to the company's own conditions.

Articles of association of XX limited liability company [enterprise joint venture - reference format]

In order to meet the requirements of the socialist market economy and develop the productive forces, according to the provisions of the People's Republic of China Company Law (hereinafter referred to as the company law) and other relevant laws and administrative regulations, the XXXX center and the XX comprehensive trading company have invested and established XX Co., Ltd., specially formulated and signed the articles of association in the month of 200X XX.

If the articles of association are inconsistent with the laws and regulations of the state, the laws and regulations of the State shall prevail.

Chapter 1 company name and residence

The first name of the company is XX Limited (hereinafter referred to as "company").

The second company residence: XX, XX Road, XX District, Beijing.

The second chapter is about the scope of operation of the company.

The third company's business scope:

Cement, building decoration materials, machinery and equipment, automobiles (excluding cars), auto parts, feedstuffs and raw materials, daily necessities, clothing and footwear, computers and peripherals, household appliances, needle textiles, office supplies and automation equipment, hardware, electricity, rubber and rubber products sales; vehicle maintenance; property management; indoor and outdoor decoration and decoration; production and processing of clothing and auto parts; and economic information consulting service (involving special examination and approval period of operation is subject to special examination and approval).

The third chapter is the registered capital of the company.

The fourth registered capital of the company is RMB 50 million yuan.

If a company increases or decreases its registered capital, it must hold a shareholders' meeting and pass it by all the shareholders and make a decision.

If a company reduces its registered capital, it shall notify creditors within ten days from the date of making the decision, and at least three times in thirty days.

The company shall change registration capital to the registration authority according to law according to law.

The fourth chapter is about the name, mode of contribution and amount of contribution of shareholders.

The names of the fifth shareholders, the mode of contribution and the amount of contribution are as follows:

XX comprehensive trading company contributed 6 million 400 thousand yuan, accounting for 53.3% of the registered capital.

Currency of mode of contribution

The total capital contribution of XXXX center is 5 million 600 thousand, accounting for 46.7% of the registered capital.

Among them: 700 thousand yuan in kind and 4 million 900 thousand yuan in currency.

After the establishment of the sixth company, a certificate of capital contribution should be issued to shareholders.

The fifth chapter is the rights and obligations of shareholders.

The seventh shareholders have the following rights:

(1) to participate or elect representatives to participate in shareholders' meetings and to have the right to vote according to their share of contribution;

(2) understand the company's business and financial situation;

(3) election and election as directors or supervisors;

(4) obtain dividends and pfer in accordance with the provisions of laws, regulations and articles of Association;

(5) give priority to other shareholders' pfer of capital contributions;

(6) give priority to the purchase of new registered capital of the company;

(7) after the company has terminated, the company's residual property will be divided according to law.

(8) the right to inspect the minutes of shareholders' meetings and the company's financial reports;

The eighth shareholders assume the following obligations:

(1) complying with the articles of Association;

(2) pay the capital contributions subscribed on time.

(3) the company's debts shall be borne according to the amount of capital contribution it has subscribed.

(4) after the company has gone through the registration procedures, the shareholders shall not withdraw the investment.

The sixth chapter is about the conditions for shareholders to pfer capital contributions.

The ninth shareholders can pfer part of their capital contributions.

The tenth shareholders' pfer of capital contribution is discussed and approved by the shareholders' meeting.

When a shareholder pfers his capital contribution to a shareholder other than shareholders, he must agree with a majority of all shareholders. The shareholder who does not agree to pfer should purchase the capital contribution of the pfer, and if it does not purchase the capital contribution of the pfer, it shall be deemed to agree to the pfer.

After the eleventh shareholders pfer their capital in accordance with the law, the company will record the name, residence and the amount of the invested capital of the assignee on the roster of shareholders.

The seventh chapter is about the company's organization and its method of formation, authority and rules of procedure.

The twelfth shareholders, composed of all shareholders, are the authority of the company and exercise the following powers and powers:

(1) determine the company's business principles and investment plans;

(2) to elect and replace directors and decide on matters related to remuneration of directors and directors;

(3) to elect and replace supervisors appointed by the shareholders' representatives and decide the remuneration of supervisors;

(4) deliberating and approving the report of the chairman;

(5) deliberating and approving the report of the supervisor;

(6) to consider and approve the annual financial budget plan and final accounts plan of the company;

(7) consider and approve the profit distribution plan of the company and the plan for making up the deficit;

(8) to make resolutions on increasing or decreasing the registered capital of the company;

(9) to make resolutions on the issuance of corporate bonds;

(10) a resolution is made on the pfer of capital by shareholders to shareholders other than shareholders.

(11) make resolutions on matters such as merger, division, alteration of company form, dissolution and liquidation;

(12) amend the articles of association.

The first meeting of the thirteenth shareholders' meetings shall be convened and presided over by the shareholders who have the most capital contributions.

The fourteenth shareholders' meeting shall be exercised by the shareholders in accordance with the proportion of their contributions.

The fifteenth shareholders' meeting is divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting.

A regular meeting shall be held every half a year, and an interim meeting shall be convened by a shareholder representing more than 1/4 of the voting power, chairman, director or supervisor.

Shareholders attending the shareholders' meeting may also entrust others to participate in the meeting of shareholders and exercise the power specified in the power of attorney.

The sixteenth shareholders' meeting is convened and presided over by the chairman.

If the chairman fails to perform his duties for special reasons, he shall be convened and presided over by the chairman in writing, and the trustee shall have full authority to perform the functions and powers of the chairman.

The seventeenth shareholders' meeting shall make resolutions on the matters to be discussed. The resolution shall be voted by the shareholders representing more than 2/2 of the voting rights. However, the resolution of the shareholders' meeting on the increase or decrease of the registered capital, division, merger, dissolution or alteration of the company form and the amendment of the articles of association shall be voted by the shareholders representing 2/3 of the voting rights.

The shareholders' meeting shall give a record of the decisions on the matters to be discussed, and the shareholders attending the meeting shall sign the minutes of the meetings.

The eighteenth company has a board of directors with 7 members and is elected by the shareholders' meeting.

The term of office of a director is 3 years, and his term of office expires and he may be re elected.

Before the expiration of the term of office of a director, the shareholders' meeting shall not relieve him of his duties without reason.

The board of directors has 1 directors and is elected by the board of directors.

The term of office of the chairman is 3 years, and his term of office expires, and he may be re elected.

The chairman is the legal representative of the company and is responsible for the shareholders' meeting of the company.

The board of directors exercises the following functions and powers:

(1) to convene and preside over the shareholders' meeting, examine the implementation of the shareholders' meeting, and report the work to the shareholders' meeting.

(2) implementing the resolution of the shareholders' meeting;

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

(4) formulate annual financial plans and final accounts of the company;

(5) formulate the company's profit distribution plan and make up the deficit plan;

(6) formulate plans to increase or reduce registered capital;

(7) draw up plans for merger, division, alteration of company form and dissolution;

(8) decide on the establishment of the internal management organization of the company;

(9) nominate and elect the general manager of the company (hereinafter referred to as the manager), and appoint or dismiss the deputy manager of the company, the person in charge of finance, and decide on his remuneration according to the nomination of the manager.

(10) formulate the basic management system of the company;

(11) in cases of war and catastrophic natural disasters, the right to adjudication and disposal of company affairs shall be exercised, but such adjudication and disposal rights shall be in accordance with the interests of the company, and shall be reported to the shareholders' meetings afterwards.

The chairman shall act as the legal representative of the company and the chairman shall exercise the following functions and powers:

(1) to convene and preside over the board of directors, inspect the implementation of the board of directors, and report the work to the shareholders' meeting and the board of directors.

(2) implementing resolutions of shareholders' meetings and resolutions of the board of directors;

(3) sign documents on behalf of the company;

(4) in cases of war and catastrophic natural disasters, the right to adjudication and disposal of company affairs shall be exercised, but such adjudication and disposal rights shall be in accordance with the interests of the company, and shall be reported to the shareholders' meeting and the board of directors afterwards.