Nowadays, the articles of association of the company are becoming more and more important to people. The articles of association shall clarify the internal management mechanism of the institution, and determine the setting of leadership positions, the way of generation and term of office of leaders, and the departments and branches under it. How to draft the articles of association is appropriate? The following is the general version of the articles of association template I have compiled for you, hoping to help you.
Chapter I General Provisions
Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and standardize the organization and behavior of the company, the Articles of Association of this joint stock limited company (hereinafter referred to as the Articles of Association) is formulated in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and other relevant regulations.
Article 2 A company is established by _ _ _ _ _ _ _ _ _
Company registration name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
English name of company registration: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Registered address of the company: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
The operating period of the company is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 3 The chairman of the board is the legal representative of the company.
Article 4 A company shall enjoy all legal person property rights formed by shareholders' investment, enjoy civil rights and bear civil liabilities according to law. Operate independently according to law and be responsible for its own profits and losses.
Chapter II Purpose and Business Scope of the Company
Article 5 Under the macro-control of the state, the company independently organizes production and operation according to market demand, with the purpose of _ _ _ _ _.
Article 6 The company takes _ _ _ _ _ _ as the enterprise spirit and strictly abides by the provisions of national laws and regulations; Strive to contribute to social and economic development.
Article 7 The business scope of a company shall be approved by the company registration authority.
Chapter III Shares and Registered Capital
Article 8 The existing shares of the company are divided into state shares, legal person shares and public shares according to the investors, all of which are common shares.
Article 9 The shares issued by the Company are all par value shares, with a par value of RMB 65,438+0 yuan per share.
Article 10 The shares of a company shall be subject to the principles of the same share, the same right and the same share with the same profit.
Article 11 The total share capital of the company is _ _ _ _ _ _ _ _ _ _ ten thousand yuan.
The shareholding structure of the Company is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 12 The registered capital of the company is RMB _ _ _ _ ten thousand yuan.
Article 13 A company may increase its capital according to the needs of business development and the relevant provisions of its articles of association. The company can increase its capital in the following ways: _ _ _ _ _ _ _ _ _ _ _ _
(1) Public offering of shares;
(2) Placing new shares to existing shareholders;
(3) Sending new shares to existing shareholders;
(4) Issuing new shares in other ways permitted by laws and administrative regulations.
After the company's capital increase and issuance of new shares is approved by the company's shareholders' meeting, it shall be submitted for approval according to the procedures stipulated by relevant state laws and administrative regulations.
Article 14 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.
The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 15 A company may not purchase its shares, but under any of the following circumstances, it may buy back some of its issued shares after being approved by the shareholders' meeting and reported to the relevant competent authorities of the state: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) cancellation of shares in order to reduce the company's capital;
(2) Merging with other companies holding shares of the Company;
(3) Other circumstances permitted by laws and administrative regulations.
Article 16 Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Article 17 The transfer of shares listed and circulated by shareholders must be carried out at a legally established stock exchange.
Some shares that have not yet been listed and circulated may be transferred by agreement, and the stock exchange shall go through the formalities of renaming and transfer according to the opinions of the board of directors of the company.
Chapter IV Rights and Obligations of Shareholders
Article 18 Shareholders of a company shall enjoy the same rights and assume the same obligations according to the shares they hold.
(When the state-owned assets management organ or enterprise or institution as a legal person is a shareholder of the company, the legal representative or his authorized agent shall exercise his rights and undertake obligations. )
Article 19 Ordinary shareholders of the company shall enjoy the following rights: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Obtaining dividends and other forms of profit distribution according to the shares it holds;
(two) to participate in or entrust an agent to participate in the general meeting of shareholders and exercise the right to vote;
(3) To supervise the business activities of the company and put forward suggestions or questions;
(4) Transferring shares in accordance with laws, administrative regulations and the articles of association;
(5) When the company is terminated or liquidated; Participate in the distribution of the company's remaining property according to its share;
(6) Shareholders have the right to consult the articles of association, minutes of shareholders' general meeting and financial and accounting reports;
(7) Other rights granted by laws, administrative regulations and the Articles of Association.
Article 20 The common shareholders of a company shall undertake the following obligations: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Abide by the articles of association;
(2) Paying capital stock according to the subscribed shares and the mode of capital contribution;
(3) Be liable for the company's debts to the extent of the shares it holds;
(4) Safeguarding the legitimate rights and interests of the company;
(5) The shareholders of the company shall not withdraw their shares except under the circumstances stipulated by laws and administrative regulations.
Chapter V General Meeting of Shareholders
Article 21 The shareholders' meeting is the authority of the company, exercising its functions and powers in accordance with national laws, regulations and the articles of association.
Article 22 The special envoy of the general meeting of shareholders has the following powers: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and deciding on the remuneration of directors;
(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;
(4) Examining and approving the report of the board of directors;
(5) Examining and approving the report of the Board of Supervisors.
(VI) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VII) To examine and approve the company's profit distribution plan and loss recovery plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make resolutions on the issuance of company stocks and corporate bonds.
(10) To make resolutions on the merger, division, dissolution and liquidation of the company;
(11) Amending the Articles of Association.
(12) Other matters decided by the shareholders' meeting as stipulated by laws, administrative regulations and the articles of association.
Article 23 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The general meeting of shareholders shall be convened by the board of directors, and the annual meeting of shareholders shall be held once a year and within 6 months after the end of the previous fiscal year.
Under any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders within 2 months: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) When the number of directors is less than the number stipulated in the Company Law or less than two thirds of the number stipulated in the articles of association;
(2) When the company's uncompensated losses reach one third of the total share capital;
(3) When shareholders holding more than 65,438+00% (including 65,438+00%) of the company request to convene an extraordinary general meeting in writing;
(4) When the board of directors deems it necessary;
(5) The time proposed by the board of supervisors.
The number of shares held in Item (3) above shall be calculated according to the date when the shareholders submit a written request.
Article 24 The meeting of the shareholders' general meeting shall be presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it. When convening a general meeting of shareholders, shareholders shall be informed of the matters discussed 30 days before the meeting. The extraordinary general meeting of shareholders shall not make resolutions on matters not specified in the notice.
Twenty-fifth shareholders attend the shareholders' meeting, and each share they hold enjoys equal voting rights.
The shareholders' meeting made a resolution. It must be approved by more than half of the voting shares held by shareholders present at the meeting. A resolution on the increase or decrease of registered capital, merger, division or dissolution of the company must be passed by more than two thirds of the voting rights held by the shareholders present at the meeting.
Article 26 The amendment of the Articles of Association must be approved by more than two thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 27 A shareholder may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization.
Article 28 The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes. The minutes of the meeting shall be kept together with the signature list of shareholders present and the power of attorney for proxy attendance.
Chapter VI Board of Directors
Article 29 The company has a board of directors with _ _ _ _ members (5 to 19), chairman 1 and vice chairman 1.
Article 30 The directors shall be elected by the general meeting of shareholders, with a term of three years, and may be re-elected.
The chairman and vice-chairman are elected by more than half of all directors. The term of office of the chairman and vice-chairman is 3 years, and they can be re-elected.
Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
Article 31 The board of directors is responsible for the general meeting of shareholders and exercises the following powers: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) To be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue shares and bonds of the company;
(seven) to formulate plans for the merger, division and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To appoint or dismiss the general manager of the company, appoint or dismiss the deputy general manager and chief accountant of the company according to the nomination of the general manager, and decide on their remuneration;
(X) To formulate the basic management system of the company;
(eleven) to formulate the revision plan of the articles of association;
(12) Other powers granted by the shareholders' meeting.
When the board of directors makes the resolution mentioned in the preceding paragraph, with the exception of items 6, 7, 1 1, more than half of the directors can agree.
Article 32 The board of directors shall hold meetings at least twice a year, and all directors shall be informed of each meeting 10 days before the meeting.
When the board of directors holds an interim meeting, it may separately determine the notification method and time limit for convening the board of directors.
The board meeting shall be attended by the directors themselves. If a director is unable to attend the board meeting for some reason, he may entrust other directors to attend the board meeting in writing, and the power of attorney shall specify the scope of authorization.
Article 33 A meeting of the board of directors shall be held only when more than 65,438+0/2 directors are present. Resolutions made by the board of directors must be passed by more than half of all directors.
Article 34 The chairman of the board of directors shall exercise the following functions and powers: _ _ _ _ _ _ _ _ _ _ _ _
(1) Presiding over the shareholders' meeting and convening and presiding over the board meeting;
(two) to check the implementation of the resolutions of the board of directors;
(3) signing the company's stocks and bonds.
According to the needs of the company, the board of directors may authorize the chairman to exercise some functions and powers of the board of directors when the board of directors is not in session. The vice chairman assists the chairman. When the chairman is unable to perform his functions and powers, the vice chairman designated by the chairman shall act on his behalf.
Article 35 The board of directors shall keep minutes of the decisions on the matters discussed, and the directors and recorders present at the meeting shall sign the minutes.
Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association of the company, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that an objection was expressed during the voting and recorded in the minutes of the meeting, the director may be exempted from liability.
Article 36 Directors shall abide by the articles of association of the company, perform their duties cautiously, conscientiously and diligently, safeguard the interests of the company, and shall not use their position and authority in the company for personal gain.
Chapter VII Manager
Article 37 The company shall have a general manager who shall be appointed or dismissed by the board of directors.
Article 38 The general manager of the company is responsible to the board of directors and exercises the following powers: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To draft the company's internal management organization plan;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(6) To propose the appointment or dismissal of the company's deputy general manager and chief accountant;
(seven) to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors;
(8) Other powers granted by the board of directors.
Article 39 The general manager attends board meetings as nonvoting delegates.
The general manager may concurrently serve as a director.
Article 40 When exercising his functions and powers, the general manager of the company shall faithfully perform his duties and safeguard the interests of the company in accordance with the provisions of laws, administrative regulations and the company's articles of association, and shall not use his position and powers in the company for personal gain.
Chapter VIII Board of Supervisors
Article 41 The Company shall set up a board of supervisors.
Article 42 The Board of Supervisors consists of 3 persons, with a term of 3 years and may be re-elected.
Among the members of the Board of Supervisors, 1/3 supervisor (i.e. 1 supervisor) is the employee representative of the company and is elected by the employees; Two thirds of the supervisors, namely two, are elected by the shareholders' meeting.
Directors, general managers and financial officers may not concurrently serve as supervisors.
Article 43 The board of supervisors shall exercise the following functions and powers: _ _ _ _ _ _ _ _ _ _ _ _ _ _
(a) to check the company's finances;
(2) To supervise the directors and general managers who violate laws, regulations or the articles of association when performing their duties;
(3) To require directors and managers to correct their actions when they harm the interests of the company;
(4) proposing to convene an extraordinary general meeting of shareholders;
(5) Supervisors attend shareholders' meetings and attend plenary meetings of directors as nonvoting delegates;
(6) Other functions and powers as stipulated in the articles of association.
Article 44 The board of supervisors shall be responsible for the shareholders' meeting and report its work. The Board of Supervisors shall hold meetings at least twice a year and notify all supervisors 7 days before the meeting. The Board of Supervisors elects/kloc-0 supervisors from among its members and is responsible for convening meetings of the Board of Supervisors. The resolution of the board of supervisors shall be agreed by more than two thirds (including two thirds) of the supervisors.
Article 45 A supervisor shall faithfully perform his supervisory duties in accordance with laws, regulations and the Articles of Association.
Chapter IX Financial Accounting System and Profit Distribution
Article 46 A company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.
Article 47 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law.
The financial accounting report shall include the following financial accounting statements and attached schedules: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(1) Balance sheet;
(2) Income statement;
(3) Statement of changes in financial position;
(4) Statement of financial position;
(5) Statement of profit distribution.
Article 48 The annual financial report of the company shall be kept in the company 30 days before the shareholders' meeting for shareholders' reference.
Article 49 The company's annual financial report shall be announced within the time limit prescribed by laws and regulations.
Article 50 When distributing the after-tax profits of the current year, the company shall distribute them in the following order: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(a) to make up for the company's losses in previous years;
(2) 65,438+00% of the extracted profits are included in the company's statutory reserve fund (when the cumulative amount of statutory reserve fund exceeds 50% of the company's registered capital, it may not be extracted);
(3) 0% of the extracted profits shall be included in the statutory public welfare fund of the company;
(four) according to the resolution of the shareholders' meeting.
(5) Dividend according to the proportion of shares held by shareholders.
Article 51 Dividend distribution takes two forms: cash distribution and new share distribution.
Article 52 the premium income of the company's stock issuance price exceeding the par value shall be included in the capital reserve fund.
Article 53 The company's common reserve fund can be used to cover the company's losses, expand the company's production and operation, or be converted to increase the company's capital.
When the company converts the reserve fund into share capital, it will distribute the new shares in proportion to the original shares of shareholders. However, when the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital.
Article 54 The statutory public welfare fund drawn by the company shall be used for the collective welfare of the employees of the company.
Article 55 A company may not set up other accounting books besides the statutory accounting books.
Article 56 The company implements an internal audit system and establishes an audit institution to supervise the company's financial revenue and expenditure and economic activities.
Chapter X Bankruptcy, Dissolution and Liquidation of the Company
Article 57 When a company is declared bankrupt according to law because it cannot pay off its due debts, the people's court shall, in accordance with the provisions of relevant laws, organize shareholders, relevant departments and relevant professionals to set up a liquidation group to conduct bankruptcy liquidation of the company.
Article 58 In any of the following circumstances, the company may be dissolved and liquidated according to law: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) The business term expires or the company cannot continue to operate due to irresistible reasons and needs to be dissolved;
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
Article 59 When the company is dissolved in accordance with the provisions of items (1) and (2) of the preceding article, the shareholders' meeting shall decide to set up a liquidation group to carry out liquidation within 5 days.
Article 60 The liquidation group shall notify creditors within 65,438+00 days from the date of its establishment, and make at least three announcements in relevant newspapers within 60 days. Creditors declare their claims to the liquidation group, and the liquidation group shall register the claims.
Article 61 After the establishment of the liquidation group, the functions and powers of the board of directors and the general manager shall be terminated immediately. During the liquidation period, the company shall not carry out new business activities.
Article 62 During the liquidation period, the liquidation group shall exercise the following functions and powers: _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Clean up the company's assets and prepare a balance sheet and a list of assets respectively;
(2) Notify or announce creditors.
(3) Handling the unfinished business of the company related to liquidation;
(four) to pay the taxes owed;
(5) Clearing up creditor's rights and debts;
(6) Disposing of the company's remaining property after paying off debts;
(seven) to participate in civil litigation activities on behalf of the company.
Article 63 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting or the relevant competent authority for confirmation.
The company property shall be paid off in the following order: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
The remaining property after the company's property is paid off in accordance with the provisions of the preceding paragraph shall be distributed in proportion to the shares held by shareholders.
Article 64 Where a company is liquidated due to dissolution, the liquidation group shall immediately apply to the people's court for bankruptcy if it finds that the company's assets are insufficient to pay off its debts after clearing the company's assets, compiling the balance sheet and list of assets.
After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.
Article 65 After the liquidation of the company, the liquidation group shall prepare a liquidation report, together with financial statements of income and expenditure and accounting books during the liquidation period, which shall be verified by certified public accountants and submitted to the shareholders' meeting or relevant competent authorities for confirmation.
The liquidation group shall submit the above documents to the company registration authority, apply for cancellation of company registration and announce the termination of the company within 10 days from the date when the liquidation report is confirmed by the shareholders' meeting or the relevant competent authority.
Article 66 members of the accounting group shall be loyal to their duties and perform liquidation obligations according to law.
Members of the liquidation group shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Members of the liquidation group shall be liable for compensation if they cause heavy losses to the company or creditors due to intentional or gross negligence.
Chapter II Procedures for Amending XI's Articles of Association
Article 67 A company may, according to actual needs, amend its articles of association in accordance with laws, administrative regulations and the articles of association.
Article 68 To amend the Articles of Association, the board of directors shall propose a draft amendment to the Articles of Association, which shall be adopted by more than two thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 69 If the amendment to the Articles of Association involves matters registered by the company, the registration of change shall be handled according to law.
Chapter XII Supplementary Provisions
Article 70 The board of directors may formulate detailed articles of association in accordance with the provisions of these Articles of Association. The articles of association shall not conflict with the articles of association.
Article 71 These Articles of Association are formulated on. The right to interpret the Articles of Association belongs to the board of directors of the Company.
;