What is the meaning of the articles of association of a three-person company and how to write it? What are the excellent models?
In order to meet the needs of the socialist market economic system, establish a modern enterprise system, clarify the property rights relationship and promote the development of enterprises, A/B/C * * * Limited Liability Company (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations are jointly established.
1. Our company is a limited liability company established in accordance with the Company Law and has the qualification of an enterprise legal person.
2. The company enjoys all the legal person property rights formed by shareholders' investment and is liable for the company's debts with all its assets.
3. With all its corporate property, the company operates independently according to law and is responsible for its own profits and losses.
4. The company implements an internal management system with clear responsibilities, scientific management and a combination of incentives and constraints.
5. Companies engaged in business activities must abide by discipline and professional ethics, strengthen the construction of socialist spiritual civilization, and accept the supervision of the government and the public. The legitimate rights and interests of the company are protected by law and shall not be infringed.
Chapter I Company Name and Domicile
Article 1 Company name: * * * * * Co., Ltd.
Article 2 The company's domicile:
Chapter II Business Scope of the Company
Article 3 Business scope of the Company:
Chapter III Registered Capital of the Company
Article 4 The registered capital of the company is RMB 10,000 Yuan, and the paid-in capital is RMB 10,000 Yuan.
Chapter IV Name, Mode, Amount, Time and Equity Distribution of Shareholders
Pay the subscribed capital contribution in one lump sum.
Article 6 After the capital contribution made by the three founding shareholders, the capital must be verified by a legally established capital verification institution and a certificate must be issued.
Article 8 After the company is established, it shall issue a certificate of capital contribution to shareholders and keep a register of shareholders.
Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 9 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company, exercising the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing the executive directors and supervisors who are not employee representatives, and deciding on the executive directors,
Remuneration of supervisors;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the report of the supervisor;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) to make resolutions on the guarantee provided by the shareholders or actual controllers of the company.
Where shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document (signature of natural person shareholder and seal of corporate shareholders).
Article 10 Shareholders whose shares are more than 65,438+06% owned by a single natural person in the shareholders' general meeting are eligible to exercise their voting rights according to the actual number of natural persons.
Resolutions made by the shareholders' meeting to amend the Articles of Association, adjust and change the equity, increase or decrease the registered capital, and resolutions on merger, division, dissolution or change of corporate form of the company must be passed by more than two thirds (including two thirds) of the shareholders.
2) With the consent of shareholders with voting rights.
Resolutions made by the shareholders' general meeting on matters other than those specified in the preceding paragraph must be passed by more than two-thirds (including two-thirds) of the shareholders with voting rights.
Article 11 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law.
Article 12 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting. The regular meeting is held once a year. Where shareholders, executive directors and supervisors representing more than two thirds of the voting rights propose to convene an interim meeting, an interim meeting shall be convened.
Article 13 The shareholders' meeting shall be convened and presided over by the executive director; When the executive director is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the general manager; If the general manager does not convene and preside over the meeting, shareholders representing more than two thirds of the voting rights may convene and preside over the meeting on their own.
Article 14 The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 15 If a shareholder is unable to attend the shareholders' meeting, he may entrust others to attend in writing, and the entrusted person shall exercise the rights specified in the power of attorney according to law.
Article 16 Where a company invests in other enterprises or provides guarantees for others, it shall be decided by the shareholders' meeting. To provide guarantee for the shareholders or actual controllers of the company, it must be decided by the shareholders' meeting. The voting is passed by more than half of the voting rights held by other shareholders present at the meeting, and the shareholders controlled by this shareholder or actual controller may not participate.
Article 17 The resolution of the company's shareholders' meeting is invalid if it violates laws and administrative regulations.
If the convening procedure and voting method of the shareholders' general meeting violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
If the company has gone through the registration of change according to the resolution of the shareholders' meeting, the people's court shall declare the resolution invalid or cancel it.
After that, the company shall apply to the company registration authority for cancellation of registration of change.
Article 18 The board of directors of the company shall have an executive director with a term of three years, who shall be elected by the shareholders' meeting. Upon expiration of the term of office, an executive director may be re-elected.
Article 19 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
(1) Convene the shareholders' meeting and report the work 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 corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To formulate the basic management system of the company;
Article 20 When the executive director makes a decision on the matters listed in the preceding paragraph, it shall be in written form, signed by the executive director and kept in the company.
Article 21 The Company shall have a general manager, who shall be appointed or dismissed by the executive director. The term of office of the general manager is three years, and can be re-elected at the expiration of the term. The general manager is responsible to the executive director 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 executive directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(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 financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the executive director;
(eight) other powers granted by the executive director.
Article 22 The Company has one supervisor instead of a board of supervisors. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected. If the supervisor fails to be re-elected in time after the expiration of his term of office, the original supervisor shall still perform his duties as a supervisor in accordance with laws, administrative regulations and the Articles of Association.
Executive directors and senior managers shall not concurrently serve as supervisors.
Article 23 The supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the actions of the executive directors and senior managers in performing their duties, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting;
(three) when the behavior of the executive director and senior management personnel damages the interests of the company, ask the executive director and senior management personnel.
Level management personnel to correct;
(4) When the executive director does not meet the requirements of the Company Law, he proposes to convene an interim shareholders' meeting.
Convene and preside over the shareholders' meeting when performing the duties of the shareholders' meeting;
(5) Submit the draft to the shareholders' meeting;
(six) to bring a lawsuit against the executive director and senior management personnel according to law.
Article 24 A supervisor may raise questions or suggestions on matters decided by the executive director. The supervisor may investigate the abnormal operation of the company; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 25 The expenses necessary for the supervisors to exercise their functions and powers shall be borne by the company.
Chapter VI Legal Representative of the Company
Article 26 The legal representative of the company is the chairman of the board, who concurrently serves as the executive director.
Chapter VII Equity Transfer
Twenty-seventh after the company has been registered for three years, shareholders can transfer all or part of their shares to each other according to the market value of their shares at that time. The transfer of share capital by shareholders to persons other than shareholders shall be subject to the consent of more than two-thirds (including two-thirds) of the shareholders with voting rights. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree to the transfer shall purchase the transferred equity within six months; If you don't buy it within six months, it will be regarded as agreeing to the transfer.
With the consent of the shareholders, other shareholders have the preemptive right and can transfer the equity of funds according to the market value of the equity at that time. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Twenty-eighth within five years from the date of company registration, the equity of technical resources only enjoys the right to share out dividends, and does not enjoy the right to realize equity; Five years after the establishment of the company, the company has been profitable for three consecutive years, and the equity of technical resources has 20% liquidation right every year;
Article 29 A company may increase the equity ratio of technical resources to encourage professional and technical personnel to join the company at a later stage. The distribution method of technical resources equity shall be discussed and approved by shareholders with more than two thirds (including two thirds) of voting rights, and the proportion of technical resources equity in the company's total share capital shall not exceed 65,438+05% at most.
Article 30 After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 31 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' general meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 32 For the division of property caused by shareholder's divorce, it is necessary to refer to the provisions of Article 27, and after realizing it according to the current valuation, pay half of the divorced shareholders' shares to the divorced parties, so as to avoid equity disputes caused by the transfer of shares by people other than shareholders;
Article 33 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification.
Chapter VIII Finance, Accounting, Profit Distribution and Labor Employment System
Article 34 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council, and make financial and accounting reports at the end of each fiscal year, entrust an accounting firm recognized by the state to audit, issue a written report and send it to all shareholders before the end of that fiscal year.
Article 35 The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws and regulations and the provisions of the competent financial department of the State Council. Shareholders receive dividends according to the proportion of equity. The annual dividend plan shall be decided by the shareholders' meeting.
Article 36 The appointment and dismissal of the accounting firm that undertakes the audit business of the company shall be decided by the executive director.
Article 37 The employment system shall be implemented in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council.
Chapter IX Reasons for Dissolution of the Company and Liquidation Measures
Article 38 The business term of a company is long-term, counting from the date when the Business License for Enterprise as a Legal Person is issued. Article 39 A company may be dissolved under any of the following circumstances:
(1) The business term of the company expires.
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of the Company Law.
When the business term of a company expires, it can survive by amending its articles of association.
Article 40 Serious difficulties have occurred in the operation and management of the company, and the continued existence will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders holding more than two thirds (including two thirds) of the voting rights of the company may request the people's court to dissolve the company.
Article 41 When the company is dissolved in accordance with the provisions of Item (1), Item (2), Item (4) and Item (5) of Paragraph 1 of Article 34 of the Articles of Association, a liquidation group shall be established within 15 days after the reasons for dissolution appear to liquidate the company. The liquidation group shall, within 10 days from its establishment, apply to the registration authority for the members and responsible persons of the liquidation group to put on record, notify the creditors, and make an announcement in the newspaper within 60 days. After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Article 42 The liquidation group shall be composed of shareholders, and the specific members shall be decided by the shareholders' meeting.
Chapter X Obligations of Executive Directors, Supervisors and Senior Managers
Article 43 Senior management personnel refer to the general manager, deputy general managers, department heads and financial officers of the company.
Article 44 The executive directors, supervisors and senior managers shall abide by the laws, administrative regulations and the articles of association of the company, and shall be loyal and diligent to the company, and shall not take bribes or other illegal income by taking advantage of their powers, or encroach on the company's property.
Article 45 The executive directors, founding shareholders and senior managers shall not commit any of the following acts:
(1) Misappropriation of company funds;
(2) Opening an account for the company's funds in its own name or in the name of other individuals.
(3) Lending the company's funds to others or providing guarantee for others with the company's property without the consent of the shareholders' meeting;
(four) without the consent of the shareholders' meeting, enter into a contract or conduct a transaction with the company;
(5) Without the consent of the shareholders' meeting, taking advantage of his position to seek business opportunities belonging to the company for himself or others, and running the same business as the company he works for himself or others;
(six) accept the entrustment of others and regard the transaction with the company as your own;
(seven) unauthorized disclosure of business secrets of the company;
(8) Other acts that violate the obligation of loyalty to the company.
Article 46 If an executive director, supervisor or senior manager violates the above acts or the provisions of the company's articles of association when performing his duties, and causes losses to the company, he shall be liable for compensation of more than 20% of the shares held by the company. Article 47 After leaving their posts, the executive directors, supervisors and senior management personnel shall not hold positions or operate in the same company as this company for two years; At the same time, the executive directors, supervisors and senior managers shall not disclose the business secrets of the company after leaving their posts; The definition of the special circumstances of the above-mentioned behavior requires the voting decision of shareholders with more than two thirds (including two thirds) of the voting rights;
Article 48 When the executive directors, supervisors and senior managers leave their posts, they shall pay the company 30% of the total amount of the funds obtained from their resignation and equity realization as the security deposit for the acts in Article 47. The retention period of the deposit is 2 years, and if there is no behavior mentioned in Article 47 after 2 years of resignation, the deposit can be fully refunded.
Chapter V Other matters deemed necessary by XI's general meeting of shareholders.
Article 49 Where the articles of association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Article 50 The registered items of a company shall be subject to the approval of the company registration authority. If the company modifies its articles of association according to the needs and does not involve the change of registered items, it shall submit the modified articles of association to the company registration authority for the record; Where the registered items change, the company shall also register the change with the company registration authority.
Article 51 The Articles of Association shall come into effect as of the date of signature and seal by all shareholders.
Article 52 The Articles of Association is made in quintuplicate, one for each of the three founding shareholders, one for the company and one for the company registration authority.
Signature of all shareholders (seal of corporate shareholders):
June 23, 1965 438+07
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