1. Application Form for Company Filing signed by the legal representative (affixed with the official seal of the company);
2. The certificate of designated representative or authorized agent signed by the company (official seal of the company) and a copy of the identity certificate of designated representative or authorized agent; The handling matters, authority and authorization period of the designated representative or entrusted agent shall be indicated;
3. Resolutions and decisions to amend the Articles of Association; A limited liability company submits a resolution of shareholders' meeting signed by shareholders representing more than two thirds of the voting rights; A joint stock limited company shall submit the minutes of the shareholders' meeting signed by the presiding officer and the directors present at the meeting; A one-person limited liability company submits a written decision signed by shareholders. The approval documents submitted by the wholly state-owned company to the State Council, the local people's government or the state-owned assets supervision and administration institution of the people's government at the corresponding level authorized by it;
4. Revised articles of association or amendments to articles of association (signed by the legal representative of the company and stamped with the official seal of the company) (signed by all shareholders);
5. If laws, administrative regulations and the State Council decisions stipulate that amendments to the Articles of Association must be approved, a copy of the relevant approval documents or licenses shall be submitted; Any amendment to the articles of association of a wholly state-owned company must be approved by the state-owned assets supervision and administration institution;
6. A copy of the company's business license.
Second, the role of the articles of association
1. The most important conditions and documents for establishing a company
The establishment procedure of a company begins with the conclusion of the articles of association and ends with the registration of establishment. China's "Company Law" clearly stipulates that the establishment of 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.
In view of the above functions of the articles of association, it is necessary to strengthen the legal effect of the articles of association. This is not only the need of company activities, but also the need of the healthy development of market economy. The articles of association, like the company law, bear the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must be considerate and clearly defined when formulating the articles of association, and cannot make various understandings. The company registration authority must strictly control the articles of association of the company, supervise the establishment of the company from the perspective of state management, and ensure the normal operation of the company after its establishment.
Three. How to amend the articles of association
In any of the following circumstances, the company shall amend the Articles of Association:
1. After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the Articles of Association conflict with the provisions of the revised laws and administrative regulations;
2. The company's situation changes, which is inconsistent with the matters recorded in the articles of association;
3. The shareholders' meeting decided to amend the Articles of Association.