Articles Of Association Of Accounting Firms Limited Liability Company

general provisions

Article 1 in order to standardize the organization and conduct of accounting firms limited liability companies (hereinafter referred to as "offices") and protect the legitimate rights and interests of shareholders of the firm, all shareholders shall formulate the articles of association according to the principle of equality and voluntariness through consultation and agreement in accordance with the relevant provisions of the company law of the People's Republic of China, the law of the People's Republic of China on registered accountants and other laws, administrative regulations and rules.

The second is based on the "approval method of limited liability accounting firms" of the Ministry of finance.

The third Chinese name of the firm is:

Address:

Zip code:

Telephone:

The fourth firm is approved by the name of the approving organ and the name of the approval document, and is registered with the Administrative Bureau for Industry and Commerce in accordance with the law, obtaining the legal person qualification. All its business activities must comply with the provisions of the state laws, regulations and articles of association, and shall be subject to the supervision of the relevant government departments and the Institute of certified public accountants. The legitimate rights and interests of the firm shall be protected by law.

The fifth firms independently carry out independent accounting, independent operation and self financing. Shareholders are liable for the debts of the firm on the basis of their capital contributions. The firm is responsible for the debts of the firm with all its assets.

The sixth approved firm is a member of the Institute of Certified Public Accountants (CPA), enjoying the corresponding rights and performing corresponding obligations according to the regulations.

The seventh firm has a business term of * * years (Note: not less than 20 years).

According to the needs of business development, the eighth offices can set up branches, and vote in accordance with the procedures stipulated in the articles of association, and submit approval and registration procedures to the relevant government departments.

The second chapter aims and business scope.

The purpose of the ninth firm is to adapt to the needs of reform and opening up and the establishment of a socialist market economic system, give full play to the role of Certified Public Accountants in the identification and service of economic activities, abide by the principles of independence, objectivity and fairness, and safeguard social and public interests and investors' legitimate rights and interests.

The tenth firm accepts the entrustment of enterprises, institutions, social organizations and other units and individuals according to law, and its business scope is not restricted by administrative regions or industries, except otherwise provided by laws and administrative regulations.

The eleventh firm's business scope is: (Note: the firm can fill in according to its actual situation).

(1) auditing business: including reviewing enterprise accounting statements; verifying enterprise capital; auditing business in merger, division and liquidation; auditing of capital budget and final accounts; other auditing businesses stipulated by laws and administrative regulations.

(two) asset appraisal: including assets auction, transfer, enterprise acquisition, merger, sale, joint venture, enterprise liquidation, asset mortgage and its guarantee, enterprise leasing, and other assets that need to be assessed according to relevant state regulations.

(three) tax agent: (filled by the firm according to the actual situation)

(four) audit of project budget and final accounts: (according to the actual situation of the firm)

(five) accounting consulting and accounting services: including accounting management consulting; design accounting system; employed as non permanent Accounting Consultant for non certified customers; accounting for non certified clients; project feasibility study and project evaluation; other accounting consultancy, accounting services (including training accounting personnel, accounting books, accounting computerization, hardware and software, and other supplies sales).

The third chapter is registered capital.

The registered capital of the twelfth firms is RMB x million yuan.

The amount and proportion of capital contributions subscribed by thirteenth shareholders are as follows: (omitted)

The fourteenth......

After the fifteenth companies pay off their subscribed contributions and verify their capital in accordance with the law, they will go through the registration procedures according to the regulations, and issue capital contribution certificates to all shareholders. The firm shall establish and record the roster of shareholders. During the duration of an office, shareholders shall not withdraw funds.

Sixteenth firms can increase or decrease registered capital according to their business development needs. For those who increase their registered capital, they shall apply for registration of change within 30 days from the date of payment of the share capital. If they reduce their registered capital, they shall apply for registration of change after 90 days from the date of the resolution on the reduction of the registered capital, and file the relevant information to the provincial and municipal CPA associations within 15 days after the completion of the relevant legal procedures.

The fourth chapter is the rights and obligations of shareholders.

The shareholders of the seventeenth offices enjoy the rights stipulated in the articles of association and undertake the obligations stipulated in the articles of association.

The rights of shareholders of the eighteenth offices:

(1) to participate in the shareholders' meeting of the firm, and to express their opinions on the matters to be discussed, and to have the right to vote according to the proportion of the capital contribution;

(two) to consult the records of shareholders' meetings and financial reports.

(three) election and election as members of the board of directors and board of supervisors;

(four) the distribution profit of the firm after the withdrawal of the funds according to the regulations shall be granted according to the provisions of the articles of association and the proportion of the capital contribution.

(five) when the office terminates, the residual property after liquidation shall be allocated according to the proportion of contribution.

The obligations of shareholders of the nineteenth offices:

(1) strictly fulfill the obligation of capital contribution in accordance with the articles of association, and share the operating risk of the firm according to the proportion of contribution. Capital contributions shall not be transferred without the written consent of the board of directors and shareholders of the shareholders' committee who have contributed more than 2/3. The qualification of shareholders shall not be inherited, and the amount of capital contributions can only be exited and not transferred to persons outside the office. (two) abide by the articles of association and the rules and regulations of the firm, and implement the resolution of the shareholders' meeting. (three) strictly abide by the relevant provisions of the law of the People's Republic of China on registered accountants and other laws, administrative regulations and rules, abide by the principles of independence, objectivity and impartiality, practise according to the practice standards of Chinese certified public accountants, strictly observe professional ethics, and safeguard the rights and interests of the office. (four) it shall not be a shareholder of any other accounting firm, nor shall it operate or operate for others the same business as the firm; it shall not engage in transactions or loans for itself or others, and engage in activities that harm the interests of the firm; without the consent of the shareholders' Association, it shall not guarantee, mortgage or pledge the property of the firm. Without authorization, shareholders shall not enter into contracts with other people in the name of the firm and other documents binding on the firm. If the above acts cause damage to the firm, the company shall be liable for compensation.

Fifth chapter organization and authority

The twentieth highest authority of the firm is composed of all shareholders. The functions of the shareholders' meeting are: (1) to consider and approve the business principles and development plans of the firm;

(two) deliberating and approving the shareholders' accession, withdrawal and the resulting transfer of shares;

(three) to consider and approve the merger, division, alteration, dissolution and liquidation plan of the firm;

(four) to consider and approve the increase or decrease of registered capital; (five) to consider and approve the annual work plan and work report of the board of directors;

(six) to consider and approve the reports of the board of supervisors or supervisors;

(seven) to consider and approve the annual financial budget, final accounts, loss making and profit distribution plans of the firms;

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

(nine) election and replacement of supervisors appointed by shareholders' representatives;

(ten) review and approve the amendment of the articles of Association;

(eleven) other important matters that should be decided by the shareholders' meeting.

The twenty-first shareholders' meetings usually range from one to three times a year. A shareholder representing more than 1/4 contribution, representing a director or supervisor above 1/3, may propose a temporary shareholders' meeting to the board of directors, proposing that it should be written in writing and containing the contents of the proceedings. A shareholders' meeting or temporary shareholders' meeting shall be notified in writing to all shareholders 10 days before the meeting.

The twenty-second shareholders' meeting shall be exercised by the shareholders according to the proportion of their contributions. General resolutions must be agreed in writing by shareholders representing more than 1/2. However, the resolutions of the twentieth articles (two), (three), (four), (seven) and (ten) of the articles of association shall be agreed in writing by the shareholders representing more than 2/3. The shareholders' meeting shall form a record of the decisions on the matters to be discussed and include the voting notes of the shareholders. The shareholders attending the meeting shall sign the minutes of the meeting.

The twenty-third offices shall have a board of directors (less shareholders and smaller ones, who may not set up a board of directors and set up an executive director). The board of Directors consists of the chairman (chief accountant), vice chairman (deputy chief accountant) and other directors. The chairman (the executive director without a board of directors) is the legal representative of the firm, and he is also the chief accountant (General Manager). The directors are elected for a term of three years and are eligible for re-election. Before the expiration of the term of office of a director, the shareholders' meeting shall not relieve him of his duties without reason.

The terms of office of the twenty-fourth chairman (chief accountant) are:

(1) shareholders of the firm;

(two) having an effective Chinese CPA certificate and having more than 5 years' experience in accounting firms.

(three) college degree or above;

(four) the age is below 55 years of age (for 60 years of age) with high level of practice, strong management ability and health.

(five) in the past 5 years, no administrative penalty has been imposed on the quality of the practice or the professional ethics, or the competent authorities of the financial organ and the Securities Regulatory Commission.

(six) the annual inspection is qualified in the past 3 years.

The twenty-fifth powers of the chairman: (1) preside over the shareholders' meetings and convene and preside over the board meetings; (two) check the implementation of the resolutions of the board of directors. If the chairman fails to perform his duties for special reasons, he shall appoint the vice chairman or other directors to convene and preside over the board of directors.

The twenty-sixth board of directors is responsible for the shareholders' meeting and exercises the following functions and powers:

(1) to convene the shareholders' meeting and report to the shareholders' meeting.

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

(three) consideration of the proposal to convene an interim shareholders' meeting;

(four) formulate business development plans and short-term business development objectives of the firm;

(five) formulating the annual financial budget and final accounts plan of the firm;

(six) to formulate a profit distribution and compensation scheme for firms.

(seven) to formulate and increase or reduce the registered capital scheme;

(eight) develop a stock transfer plan;

(nine) draw up plans for merger, division, alteration, dissolution and liquidation of offices;

(ten) draw up a revised plan for the articles of association of the firm;

(eleven) decide on the internal organization of the firm and the personal remuneration of staff rank.

(twelve) to formulate an important management system for the firm;

(thirteen) election and replacement of the chairman;

(fourteen) appointment of senior managers of internal organs and other senior managers.

(fifteen) other functions and powers conferred by the shareholders' meeting. The board meeting must be agreed by half of the directors.

The twenty-seventh board meeting is held according to the need of work. Directors above 1/3 may propose to convene directors.