Article 11 of the Company Law The articles of association of the company must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
A capital verification report refers to a written document in which a certified public accountant expresses his opinions on the capital contribution of shareholders (investors, partners, competent authorities, etc.). ), and carried out the verification work in accordance with the provisions of the Auditing Standards for Certified Public Accountants of ChinaNo. 1602-Capital Verification.
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Role of Articles of Association and Capital Verification Report
1. The most important conditions and documents for the establishment of a company The establishment procedure of a company begins with the conclusion of the articles of association and ends with the establishment registration. The establishment of the articles of association is one of the conditions for the establishment of a company.
The examination and approval authority and the registration authority shall examine the articles of association of the company and decide whether to approve or register. The company has no articles of association and cannot be approved for registration.
2. The Articles of Association is the basic legal document to determine the relationship between rights and obligations of the company.
Once the Articles of Association are approved by the relevant departments and approved by the company registration authority, they will become legally effective to the outside world. The company enjoys various rights and undertakes various obligations in accordance with the articles of association, and the behaviors that conform to the articles of association are protected by the state laws; In violation of the articles of association, the relevant authorities have the right to intervene and punish.
3. The basic legal basis of the company's foreign business dealings.
Because the articles of association stipulate the principles and detailed rules of the company's organization and activities, including business objectives, property status, rights and obligations, etc. It provides conditions and credit basis for investors, creditors and third parties to conduct economic exchanges with the company. Anyone who is associated with the company's economy according to the company's articles of association can be effectively protected according to law.
4. The articles of association are the autonomy norms of the company.
As the company's autonomy criterion, the Articles of Association is determined by the following contents. First, the articles of association, as a code of conduct, are not formulated by the state, but by the shareholders of the company according to the company law. The Company Law is the basis for formulating the Articles of Association. Because the company law can only stipulate the universality of companies, it is impossible to take into account the particularity of each company.
The articles of association formulated by each company according to the Company Law can reflect the company's personality and provide the company with a code of conduct. Second, the company's articles of association is a code of conduct outside the law, which is implemented by the company itself and does not need state coercion to ensure its implementation. In case of violation of the Articles of Association, as long as it does not violate laws and regulations, it shall be resolved by the company itself.
Third, the articles of association, as the code of conduct within the company, only have the effect of the company and relevant parties, but have no universal effect.
Baidu Encyclopedia-Articles of Association
Baidu Encyclopedia-Capital Verification Report
Baidu Encyclopedia-People's Republic of China (PRC) and China Company Law