Party A: _ _ _ _ _ _ _ _ Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party B: _ _ _ _ _ _ _ _ Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party A and Party B have reached the following agreement on the establishment of _ _ _ _ _ _ _ _ _ _ limited liability company (hereinafter referred to as "the company") through friendly negotiation in accordance with the Civil Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations.
I. Shareholders and their capital contributions
The Company is established by joint investment of shareholders of Party A and Party B, with a total investment of RMB, including start-up capital and registered capital, of which:
1) RMB is contributed by Party A, accounting for% of the capital.
2) Party B contributes RMB _ _ _ _ _ _, accounting for _ _% of the contribution.
3) Start-up funds are mainly used for the company's upfront expenses, including lease, decoration and purchase of office equipment. If the remaining funds after the company's opening are used as working capital, the shareholders shall not withdraw them.
(4) The registered capital is mainly used for company registration and working capital after the company's opening, and shareholders may not withdraw it.
(5) The partners of Party A and Party B have a bank account number:
2. The company does not set up a shareholders' meeting. In case of any of the following major issues, it shall be agreed by both parties.
1 Party A is responsible for the daily operation and management of the company, and its specific responsibilities include:
1) Go through the registration formalities for the establishment of the company.
2) Recruit employees according to the company's business needs (financial and accounting personnel shall be appointed by both parties.
3) Examination and approval of daily matters (major matters related to the company's development shall be handled in accordance with Paragraph 5 of Article 3 of this Agreement; Party A's financial examination and approval authority is within RMB, beyond which it can only be implemented after being signed by both parties.
4) Other duties required by the daily operation of the company.
2. Party B is the agent of the company, specifically responsible for:
1) Provide necessary assistance for Party A's operation and management.
2) check the company's finances
3) Supervise Party A to perform the duties of the company.
(4) Other duties as stipulated in the articles of association.
Three. Capital and financial management
1. Before the establishment of the company, the funds were collected and paid by the temporary account in a unified way, which was supervised and used by both parties. If one party does not agree to use the other party's funds, the other party must give a reasonable explanation, otherwise, one party has the right to demand compensation from the other party.
2. After the establishment of the company, the funds shall be received and paid by the opened company account, and the financial affairs shall be handled by the financial accounting personnel designated by both parties. Settle the company's accounts daily and monthly, provide relevant statements in time, and submit them to Party A and Party B for signature, approval and filing.
Fourth, profit and loss distribution
1. Party A and Party B shall share the profits and losses in proportion to the paid-in capital contribution.
2. The after-tax profit of the company can only be distributed to shareholders after making up the company's losses in the last quarter. Shareholders pay dividends. The specific system is as follows:
1) Dividend time: Divide one year's profit every year.
2) Dividend amount: 60% of the remaining profit of the previous year, which shall be divided by Party A and Party B in proportion to the paid-in capital contribution.
Verb (abbreviation of verb) liability for breach of contract
1. If either party violates this Agreement and fails to pay the capital contribution in full and on time, it shall make up for it within _ _ _ days. If the company fails to be established as scheduled or causes losses to the company, it shall be liable for compensation to the company and the observant party.
2. In addition to the above-mentioned breach of investment, if any party violates this Agreement and causes losses to the company's interests, it shall be liable for compensation to the company and pay a penalty of RMB _ _ _ _ _ _.
3. Other liabilities for breach of contract agreed in this Agreement.
Dissolution or termination of intransitive verb agreement
1. This agreement will be terminated under the following circumstances: (1). Due to objective reasons, the company has not yet been established; (2) The business license of the company is revoked according to law; (3) The company is declared bankrupt according to law. (4) Both parties agree to terminate this Agreement.
2. After the dissolution of this Agreement: (1) Both parties * * * jointly carry out liquidation, and a neutral party may be hired to participate in liquidation if necessary; (2) If there is surplus after liquidation, Party A and Party B can only ask for the return of the capital contribution and the distribution of the remaining property in proportion to the capital contribution after the company has paid off all debts. (3) Losses after liquidation shall be shared by all parties in proportion to their capital contributions. If the shareholders are jointly and severally liable for the debts of the company, they shall be repaid by all parties in proportion to their capital contributions.
Seven. others
1. This agreement shall come into force as of the date of signature by both parties. For matters not covered, both parties shall sign a supplementary agreement separately, which shall have the same legal effect as this agreement.
2. If this agreement involves the internal rights and obligations of both parties, if it is inconsistent with the Articles of Association, this agreement shall prevail.
3. In case of any dispute arising from this agreement, both parties shall try their best to solve it through negotiation. If negotiation fails, a lawsuit may be brought to the people's court with jurisdiction at the company's domicile.
4. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
Party A (signature): _ _ _ _ _ _ _ _ _ _ _
Party B (signature): _ _ _ _ _ _ _ _ _ _ _
Signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Individual holding company agreement II
Equity transferor:
Equity transferee:
Domicile:
This contract is signed by Party A and Party B on.
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Rule number one. Payment methods of equity transfer and equity participation
Party A agrees that Party B will invest RMB _ _ _ million in the company and transfer _ _% of the equity of the limited company held by Party A to Party B, and Party B agrees to invest in the limited company at this price and amount and receive the above equity.
Party A agrees to issue a financial report to Party B within 65,438+00 days, and go through the formalities for changing the company's equity with the administrative department for industry and commerce at the place of registration within 65,438+05 days as agreed in the first paragraph of Article 1.
Party B agrees to pay basic account Co., Ltd. in cash within fifteen days after the signing of this contract.
Article 2 guarantee
Party A guarantees that the equity transferred to Party B is the real contribution made by Party A in the limited company, and it is the equity legally owned by Party A, and Party A has the complete right to dispose of it. Party A guarantees that the transferred equity is not mortgaged, pledged or guaranteed, and there is no third party recourse; Otherwise, all responsibilities arising therefrom shall be borne by Party A. ..
After Party A transfers its equity, its original equity rights and corresponding obligations in the limited company will be enjoyed and undertaken by Party B along with the equity transfer.
Party B acknowledges the Articles of Association of the Limited Company and promises to perform its obligations and responsibilities in accordance with the Articles of Association.
Article 3 Profit and loss sharing
After the company is approved and registered as a shareholder by the administrative department for industry and commerce, Party B becomes a shareholder of a limited company and shares the profits and losses of the company according to the proportion of capital contribution and the articles of association.
Article 4 Burden of expenses
The expenses related to this equity transfer shall be borne by _ _ _ _ Co., Ltd.
Article 5 Modification and rescission of the contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
This contract cannot be performed due to force majeure or external reasons that cannot be prevented without the fault of one party.
One party loses its actual performance ability.
Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, making it unnecessary to perform the contract.
Due to the change of circumstances, both parties agree to change or terminate this contract through consultation.
Article 6 Settlement of disputes
Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
If negotiation fails, either party may apply for arbitration or lodge a complaint with the people.