Sponsor agreement is an agreement signed by the company sponsors before the establishment of the company. The agreement generally includes the company's capital contribution mode, capital contribution ratio, equity transfer, transferee conditions, etc. Although the sponsorship agreement plays an important guiding role in the company's operation and management, it cannot replace the status of the company's articles of association. The articles of association are the basic management norms and institutional arrangements of the company, and the core documents of the company's organizational structure, operation and management, rights and obligations, which have legal effect. According to the Company Law of People's Republic of China (PRC), a company must conclude its articles of association when it is established. The company's articles of association shall specify the company's name, address, business scope, registered capital, share capital composition and contribution, the procedures for the creation and removal of the board of directors, the board of supervisors, the manager and senior management personnel, and the company's profit distribution method. After the establishment of the company, the Articles of Association shall take effect only after being reviewed and approved by the shareholders' meeting and registered for the record. Therefore, the sponsor agreement cannot replace the status of formulating the articles of association. If the articles of association are not formulated when the company is established, it will bring a series of legal risks and disputes to the company's operation.
What if the company has been established, but the articles of association have not been worked out? If a company has been established but has not yet formulated its articles of association, it shall convene a general meeting of shareholders as soon as possible, review and approve its articles of association, and register with the industrial and commercial department. If the company has a history of operation, the actual situation of the company's operation should be considered when formulating the articles of association, and the original management system should be revised appropriately.
Sponsor agreement is an agreement signed by sponsors before the establishment of the company, which cannot replace the status of the articles of association. The articles of association are the basic management norms and institutional arrangements of the company and have legal effect. Therefore, when a company is established, its articles of association must be formulated, reviewed and approved by the shareholders' meeting, and registered for the record. If a company has been established but has not yet formulated its articles of association, it shall convene a general meeting of shareholders as soon as possible to formulate and register its articles of association to avoid legal risks and disputes.
Legal basis:
Article 14 of the Company Law of People's Republic of China (PRC) * * * A company shall formulate its articles of association according to law, stating the company's name, address, business scope, registered capital, share capital composition and contribution, the procedures for the creation and removal of the board of directors, the board of supervisors, the manager and senior management personnel, and the methods for the distribution of company profits.