The articles of association are the basic rules and basis of the company's organizational structure, internal relations and business activities. To establish a company, the articles of association must be formulated according to law. The articles of association is the first criterion to regulate the relationship between shareholders and within the company, which is equivalent to the contract between the promoters or shareholders of the company, and is binding on shareholders, shareholders' general meeting, board of directors, board of supervisors and other company organs and their members derived from shareholders' interests. Secondly, the articles of association are the basis for regulating the relationship between the company and the third party, and also the basis for * * * to supervise and manage the company. In order to safeguard the interests of third parties and the safety of social transactions, the main contents of the articles of association of the company, such as the company's domicile, legal representative, registered capital, business scope, names of shareholders or promoters, etc., should be available for public inspection. The administrative department for industry and commerce may also supervise and manage the company according to the articles of association registered according to law.
1) Nature of the Articles of Association. Some people think that the articles of association are essentially contracts signed by shareholders or investors of the company, but most people think that the articles of association are the "self-discipline" norms of the company. Although it is similar in form to a contract, it is essentially two completely different concepts. The validity of a contract is relative, that is, the contract is only binding on the parties to the contract, but not on others outside the contract or agreement. However, the articles of association contain constraints on the future company (the company was not established when the articles of association were signed, but the behavior after the establishment of the company will be considered invalid if it does not conform to the contents stipulated in the articles of association); Binding force on the future shareholders of the company (the articles of association are binding not only on the investors who signed the articles of association, but also on the new shareholders who later entered the company); It is also binding on the counterpart of the company's transactions (the articles of association have the effect of publicity after the announcement, and the publicized articles of association also constitute binding on the counterpart of the company's transactions, such as the publicity of limited liability). In addition, the signing of the contract should follow the principle of "autonomy of will". The parties to a contract can freely agree on the terms of the contract according to law, or choose the form of the contract within the scope prescribed by law. However, signing the articles of association is a compulsory act, which requires not only that the articles of association must be in written form, but also that the articles of association must have statutory provisions.
2) the contents of the articles of association. Theoretically, and in the laws of some civil law countries, the articles of association are divided into mandatory clauses and arbitrary clauses, and the mandatory clauses are divided into absolute mandatory clauses and relative mandatory clauses. Required items refer to the items that must be recorded in the articles of association according to law. Without any of them, the articles of association are invalid and the company registration authority will not register them. Company name, domicile, business nature or business scope, registered capital, total number of shares and amount per share of the joint-stock company, names of shareholders or promoters, legal representative of the company, notice and announcement methods of the joint-stock company, etc. It is an indispensable clause in the articles of association of the company. The relatively necessary recorded items refer to the clauses that are not recorded in the articles of association and do not affect the effectiveness of the articles of association. If there is no such clause, only the matters that are not recorded will not take effect, or the specific provisions of the law can be applied; When this is recorded in the company's articles of association, the recorded terms have legal effect. For example, according to China's Company Law, whether a limited liability company establishes a board of directors and a board of supervisors, the term of office of directors, the discussion and voting procedures of the board of directors, and the composition of the board of supervisors are all necessary matters recorded in the company's articles of association.
Arbitrary recorded items refer to the provisions that are not stipulated or required by the law, and are completely recorded in the articles of association according to the needs of the parties without violating the law and public morality. Such as hiring perennial legal counsel, purchasing materials and product sales, issuing corporate bonds, and withdrawing any provident fund.
Articles 22 and 79 of China's Company Law respectively list the matters that should be recorded in the articles of association of a limited liability company and a joint stock limited company, including the rights and obligations of shareholders, the conditions for the shareholders of a limited liability company to transfer their capital contribution, the functions and powers of the shareholders' (general) meeting and the board of directors, the functions and powers of the board of supervisors, the convening and resolution methods of the board of directors of a joint stock company, the reasons for the dissolution of the company and the liquidation methods. Because the law clearly stipulates that if there is no special agreement in the articles of association, the legal provisions can be applied.
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Question 2: What does the Charter mean? Charter.
zhāngchéng
: refers to the rules or regulations of the organization, and also refers to various systems.
[Dialect]: means; visual angle
example sentence
1, especially if there is no partnership charter, disputes are more likely to occur.
Every village has its own characteristics, its own laws and regulations, and usually its own moral rules.
Obviously, this constitution will never be put forward again.
The elected members formed a committee to draft the new articles of association.
Question 3: What are the articles of association? Hello!
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, and it is also a necessary written document that stipulates the basic rules of the company's organization and activities.
The Articles of Association is the expression of shareholders' agreement, which stipulates the basic principles of the company's organization and activities and is the * * * of the company.
Articles of association have the basic characteristics of legitimacy, authenticity, autonomy and openness.
The articles of association, like the company law, bear the responsibility of adjusting the company's activities. As the basic principle of the company's organization and behavior, the articles of association are of great significance to the establishment and operation of the company. It is not only the foundation of the company's establishment, but also the soul of the company's survival.
If you have any questions, please ask. If you are satisfied, please adopt it. Thank you.
Question 4: What do you mean by the articles of association? Articles of association are legal documents on organizational rules and work rules formulated by organizations and associations through specific procedures, and are fundamental rules and regulations.
Question 5: What does the so-called constitution mean? Articles of association are fundamental rules, which are legal documents on organizational rules and regulations formulated by organizations and associations through specific procedures.
(2) Scope of application.
Articles of association are divided into company articles of association and business articles of association. Articles of association are applicable to organizations and associations to formulate organizational rules; The business articles of association are applicable to the rules formulated by the unit when exercising its business functions and powers. From a practical point of view, the articles of association are widely used, and there are many similarities between the commercial articles of association and the articles of association. Here, I will focus on the characteristics and writing of the articles of association.
(3) characteristics.
1. The content is programmatic.
The articles of association stipulate the organizational rules and handling rules of an organization, which are procedural in nature. All its subordinate organizations and members must recognize * * and abide by it. Organizational rules are the highest standards of an organization, and all activities of the organization must follow this charter and reflect its basic spirit.
2. Formulated through legal procedures.
The articles of association must be formulated through legal procedures to require all subordinate organizations and members to recognize it and to require all organizations and members to abide by it. Usually, a drafting group is set up to draft a draft for comments, which is finally adopted by the highest meeting of the organization, the Congress, and becomes a formal charter. This is generally indicated under the title, which is the main reason why it has legal authority and binding force.
3. Explain in terms.
General documents, mainly description. To tell the truth, we sometimes use arguments. Articles of association, explaining the nature, tasks, rights, obligations and principles of activities, all use the method of explanation to explain the relevant contents clearly in the simplest language.
The contents of the articles of association are all expressed in terms. More often, it is arranged in a chapter-by-chapter way to show the relationship between different levels. The most prominent feature of the expression of articles and broken sentences is the expression of articles of association.
Question 6: What is the use of the articles of association? A country needs a constitution, and the articles of association are the company's constitution.
Articles of association refer to the basic legal documents that stipulate the company's name, purpose, capital, organization and other internal and external affairs. It is the basic principle of the company's organization and activities, and it is also the company's * * *, which is of great significance during the company's existence. The articles of association are not only the autonomous laws and regulations of the company, but also the important basis for the state to manage the company. Articles of association have the basic characteristics of legitimacy, authenticity, autonomy and openness. The articles of association, like the company law, bear the responsibility of adjusting the company's activities.
The concept of the company's articles of association includes several aspects: first, the contents stipulated in the company's articles of association are fundamental and have a fundamental impact on the company and its operation, such as the nature, purpose, business scope, organization, rules of procedure, distribution of rights and obligations, etc. Second, the necessary legal documents for the establishment of the company; Third, it is drafted by the sponsors or entrusted by others and approved by shareholders.
General functions of articles of association
It refers to the articles of association of the company as an open legal document that clearly stipulates the important and basic issues of the company, and it is the basic basis for the company's shareholders to unite, the registration authority to approve the registration, and the creditors and other public to understand the company. The norms it establishes not only adjust the organizational form of the company but also standardize the specific behavior of the company, so that the company with purpose and organizational structure can maximize profit-seeking in the institutional environment; Moreover, it is necessary to coordinate investors, make the rights and obligations of multiple stakeholders interrelated, and make personalized institutional arrangements within the independent space of the company's articles of association, from the choice of the company's organizational structure, from the definition of its rights and responsibilities, and from the operation of the company's organizational structure.
Question 7: What do you mean by organization and articles of association? The agency shall be handled by the Bureau of Quality, Safety and Technical Supervision when registering the company. The Articles of Association shall be issued by the company at the time of registration according to the requirements of the local industrial and commercial bureau. If the company has its own lawyer, it can also issue its own articles of association.