Party A: XXX ID number:
Party B: XXX ID number:
* * * * * Co., Ltd. operated by Party A is currently in a critical period, and needs sufficient funds to start the company and open up the market. Therefore, Party A cooperates with Party B to fully implement the decision of * * * joint investment and * * * joint operation to establish a joint-stock company. This agreement is signed by both parties on the basis of equal consultation and mutually beneficial cooperation.
1. Both Party A and Party B * * * promise to own all the shares of * * * * Co., Ltd. and enjoy the right to independently possess, use, benefit and dispose of all the assets of the company. If the above rights are defective, both parties shall bear the responsibility of guaranteeing and filling them with personal and family assets.
2. Through negotiation, Party A and Party B each own 50% of the shares of * * * * * Co., Ltd.;
Third, existing companies.
1. The price of products sold on the spot is * * * ten thousand yuan;
2. The amount of benign creditor's rights is: * * ten thousand yuan;
3. The amount of bad debts: * * ten thousand yuan;
4. The amount of fixed assets is: * * ten thousand yuan;
5. Debt (payment owed to suppliers) is * * * ten thousand yuan;
The above list of creditor's rights, debts and assets is an annex to this agreement, which is signed by both parties and has the same binding force as this agreement.
Fourth, in order to accelerate the development of their respective advantages, A and B's working methods, division of labor and writing.
Party A is responsible for:
Remarks:
Party B is responsible for:
Remarks:
Three. During the cooperation period, the original share capital of both parties shall not be used for other purposes, but only for the company's operation and business dealings. All funds of * * * * Company shall be earmarked and accounted for independently.
4. After the liquidation date, both parties shall bear the debts left by * * * * * Co., Ltd. before the liquidation date or bear various expenses. The liquidation time is determined to be * * * * day of * * year. Such assets or creditor's rights are not regarded as the investment part of both parties, and both shareholders, including salesmen, should try their best to recover the receivables and minimize the losses.
5. After joint liquidation by both parties, all the equity and assets (RMB * * * * * * * *) enjoyed by them in Jiangyin Branch of * * * Co., Ltd. shall be confirmed as capital contribution. Party A has invested RMB * * * at present, RMB * * in the first phase and RMB * * in the * * month after the agreement comes into effect. At present, Party B has invested * * million yuan, with the initial investment of * * million yuan after the agreement comes into effect, another * * million yuan will be put in place before * *, and the remaining * * million yuan will be put in place before * *.
The intransitive verb equity and dividend distribution:
Both parties agree that Party A holds 50% equity of the joint-stock company;
Party B holds 50% equity of the joint-stock company;
The three parties have the right to distribute the company's dividends in proportion to the shares of the above-mentioned joint-stock company, and the amount and proportion of the actual capital invested by both parties shall not be used as the basis for distributing the dividends. If the joint-stock company generates profits, Party A and Party B can each draw * *% dividends, and the rest can be retained as working capital, so as to increase the sources of funds and expand market share.
Seven, * * * after the establishment of the company, the shareholders are authorized to be the main person in charge of the company's operation, to comprehensively handle all the company's affairs, and to realize the unified leadership of the company and independently handle the company's affairs. If there are the following major issues and major issues related to the interests of the company's shareholders, they can be implemented after the consent of the three shareholders:
1, and the single payment exceeds * * yuan;
2. Introduction of new products;
3. Major promotion activities;
4. Other important matters stipulated in the Articles of Association.
Eight, after the establishment of the joint-stock cooperative company, * * * company funds independently standardized operation, completely independent accounting, held a shareholders' meeting every month, review the company's monthly financial statements, evaluate the company's operating conditions. * * * The agency right of all products distributed by the company is vested in two shareholders * * *, and all business dealings of the factory are discussed by the company * * *. All kickbacks, bonuses, prizes or other preferential treatment owned by the factory shall be enjoyed by all shareholders.
Nine. If the company needs to increase capital in the future, both parties need to agree and sign an agreement through consultation. In order to eliminate the worries of both parties, if either party requests to withdraw its shares within * * months after becoming a shareholder, it agrees to return (or not to push) its share capital within * * days, and settle with the withdrawing party according to the bank loan interest for the same period. After the establishment of the joint-stock cooperative company, both parties shall not withdraw their shares within * * to * *. * * After the time, if any shareholder withdraws his shares, his shares will be subscribed by other shareholders. If other shareholders do not subscribe for shares, the withdrawing party may transfer the shares to a third party.
X. After the joint venture, Party A and Party B shall obtain the written consent of the factory, and the factory shall issue relevant certificates, seals or signatures for the new company and shareholders.
XI。 As a shareholder of the company, as an operator and as a rehired employee of the company, the company pays a monthly salary of RMB * * * and enjoys other rights stipulated in the employment contract.
In order to better regulate the operation of funds and use funds flexibly, all cash and other assets and accounting materials of the established joint-stock company are kept and used by Party B and Party C. ..
12. After the establishment of a joint-stock cooperative company, if the nature of the company changes to an independent company, the legal representative or person in charge of the business license will be changed to.
Thirteen. Matters not covered in this agreement shall be settled by the three parties through consultation. This Agreement is made in quadruplicate, one for each party, and one for the witness. It will come into effect after being signed by both parties and confirmed by the official seal of the company.
Party A (signature): * * year * * month * *
Party B: (signature): * * year * * day.
Witness: (signature and seal):
Company seal confirmation:
Signature of the person in charge of the company:
* * Year * * Month * * Day