1. The Articles of Association refers 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. It is an essential written document of the company and the basic rules of the company's organization and activities.
2. Legal basis: Article 11 of People's Republic of China (PRC) Company Law.
To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Second, how to establish the articles of association
The Articles of Association are formulated as follows:
1. 1. Distinguish the form of the company, and make clear whether the company that you operate is a limited liability company or a joint stock limited company: there is still a big difference between them in the formulation of the articles of association = the contents of the articles of association of a limited liability company are mainly recorded in Article 25 of the Company Law, and the main contents of the articles of association of a joint stock limited company are recorded in Article 82 of the Company Law. You can choose the articles of association according to the nature of the company.
2. The contents of the articles of association should meet the statutory requirements, and the main contents should be comprehensive: Article 25 of China's Company Law clearly stipulates the framework structure of the articles of association of a limited liability company, which is indispensable when drafting the articles of association, and all contents should be formulated according to the actual situation.
3. Some special matters should be clearly stipulated in the articles of association: for example, after the company is established, whether it is decided by the board of directors or the shareholders' meeting when investing or providing guarantees to other companies should be clearly stipulated in the articles of association, so as to avoid disputes caused by unclear explanations in the future. If there is no board of directors, the terms of reference of the executive director shall be clearly defined in the articles of association. The record of the authority of the executive director in the articles of association is the authorization to the executive director in the form of law, and the executive director should not be caught by the eyebrows. What the executive director should do must be clearly stipulated in the company's articles of association, and everything should be done according to the rules, so that the company can operate normally.
4. Some contents can be stipulated separately in the company's articles of association: that is, the company law has unified provisions on related issues, but the cross allows the company's articles of association to make different provisions on this.
5. Don't copy the articles of association: The formulation of the articles of association is a key link in the establishment of the company. You can't make articles of association with the idea of quick success and instant benefit, let alone copy other people's articles of association. Each company's business scope, ownership structure and management methods are different, especially regarding foreign investment, guarantee, voting by equity or voting by number of people. Every company has its own arrangement, and copying it easily leads to the mismatch between the articles of association and its own company, making it difficult to really implement it.
6. Professional drafting: The articles of association of a company are various, especially the articles of association of a joint stock limited company are slightly more complicated. So not everyone can draft the articles of association. It is suggested that whether a limited liability company or a joint stock limited company is established, professionals should be entrusted to draft the articles of association according to the actual situation, so that the operation of the company can be more secure.