In order to meet the requirements of the socialist market economy and develop the productive forces, Liaoning Liyang Water Engineering Co., Ltd. (hereinafter referred to as the Company) is established by capital contributions made jointly by XXX and XXXX, and these Articles of Association are specially formulated.
Chapter I Company Name and Domicile
Article 1 Company Name: XXX Engineering Co., Ltd.
Article 2 Company domicile: XXX (No.3 outlet, Building 4, Garden Community)
Chapter II Business Scope of the Company
Article 3 Business scope of the company: water conservancy project construction (subject to the approval of the registration authority).
Chapter III Registered Capital of the Company
Article 4 The registered capital of the company: 9.5 million yuan; Paid-in capital: RMB 9.5 million.
Chapter IV Names of Shareholders
Article 5 The names of shareholders are as follows:
Name, ID number and address of shareholders
XXX
XXX
Chapter V Mode, Amount and Time of Contribution of Shareholders
Article 6 The mode, amount and time of contribution, paid-in amount, mode and time of contribution of shareholders.
Name of shareholder
The registered capital is 9.5 million yuan.
Paid-in capital is 9.5 million yuan.
sign
(ten thousand yuan)
fund
way
fund
time
Percentage of registered capital%
Paid-in amount (ten thousand yuan)
fund
way
Capital contribution time
Percentage of registered capital%
XXX
493. 1
material object
April 3, 1965 438+03
5 1.9
493. 1
material object
April 3, 1965 438+03
5 1.9
XXX
6.9
cash
April 3, 1965 438+03
0.78
6.9
cash
April 3, 1965 438+03
0.78
XXX
450
cash
April 3, 1965 438+03
47.3
450
cash
April 3, 1965 438+03
47.3
total
950
100
950
100
Chapter VI Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 7 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises the following powers:
(1) to decide the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the company's annual financial budget and final accounts;
(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 merger, division, dissolution, liquidation or change of corporate form of the company;
(9) Amending the Articles of Association;
(10) Other functions and powers stipulated in the Articles of Association.
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, the shareholders' meeting may not be convened, and all shareholders shall sign and seal the decision document.
Article 8 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers according to law.
Article 9 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting is held. Regular meetings shall be held on time in accordance with the provisions of the articles of association. Shareholders representing more than one-tenth of the voting rights and more than one-third of the directors or supervisors may propose to convene an interim meeting. Shareholders attending the shareholders' meeting may also entrust others to attend the shareholders' meeting in writing and exercise the rights specified in the power of attorney.
Article 10 The shareholders' meeting shall be convened and presided over by the executive director. When the executive director is unable to perform his duties due to special reasons, it shall be convened and presided over by the supervisor; If the supervisor is unable to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 11 The shareholders' meeting shall make resolutions on the matters discussed, which shall be approved by all shareholders. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 12 The Company shall have an executive director instead of a board of directors, who shall be elected by the shareholders' meeting. The term of office of the executive director is 3 years. Upon expiration of the term of office, the executive director may be re-elected. The executive director may concurrently serve as the company manager.
Article 13 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
(1) Convene a general meeting of shareholders and report the work to the general meeting of shareholders;
(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 plans 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 decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager, financial controller and other remuneration according to the nomination of the manager;
(10) Formulate the basic management regulations of the company;
(1 1) Other functions and powers stipulated in the Articles of Association.
Article 14 The Company shall have 65,438+0 managers, who shall be appointed or dismissed by the shareholders' meeting. The manager shall be responsible to the shareholders' meeting and exercise the following powers:
(1) Take charge of the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organize the implementation of the company's annual business plan and investment plan;
(3) To draft the establishment plan 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;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the executive director;
The manager attended the shareholders' meeting.
Article 15 The Company has 65,438+0 supervisors, who are elected by the shareholders' meeting. The supervisor is responsible to the shareholders' meeting. The term of office of the supervisor is 3 years, and may be re-elected at the expiration of the term.
The supervisor shall exercise the following powers:
(1) Check the company's finance;
(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;
(3) When the actions of the executive directors and senior managers harm the interests of the company, requiring the directors and senior managers to correct them;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties as stipulated in this Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the executive directors and senior managers.
Supervisors attend shareholders' meetings as nonvoting delegates.
Article 16 The executive directors and senior managers of the company shall not concurrently serve as the company's supervisors.
Chapter VII Legal Representative of the Company
Article 17 The executive director (manager) is the legal representative of the company. The term of office is three years, and he/she is elected and removed by the shareholders' meeting. He/she may be re-elected at the expiration of the term.
Article 18 The legal representative shall exercise the following functions and powers.
(1) Be responsible for convening and presiding over the shareholders' meeting, checking the implementation of the shareholders' meeting and reporting to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) Sign relevant documents on behalf of the company;
(4) Nominate the company manager and submit it to the shareholders' meeting for appointment and removal;
(5) In case of emergency such as war and extraordinarily serious natural disasters, exercise special adjudication power and disposal power on the company's affairs, but such adjudication power and disposal power must be in line with the company's interests, and report to the shareholders' meeting afterwards.
Chapter VIII Other matters deemed necessary by the shareholders' meeting.
Article 19 The business term of the company is 10 year, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 20 A company may amend its articles of association according to its needs or changes in its registered items. The revised Articles of Association shall not conflict with laws and regulations, and the revision of the Articles of Association shall be approved by all shareholders. The revised articles of association shall be reported to the original company registration authority for the record, and the company shall be registered if the registered items are changed.
Article 21 A company may invest in other enterprises, but it shall not exceed 70% of the company's net assets.
Article 22 Where a company provides guarantee for shareholders and actual controllers, it must be approved by the shareholders' general meeting.
Article 23 The right to interpret the Articles of Association belongs to the shareholders' meeting.
Article 24 The registered items of a company shall be subject to the approval of the company registration authority.
Article 25 The Articles of Association shall come into effect as of the date of establishment of the company concluded by all investors.
Article 26 The Articles of Association are made in duplicate, one for the company to keep and one for the company to register.
Signature and seal of all shareholders:
April 3, 1965 438+03
Further reading: How to buy insurance, which is good, and teach you how to avoid these "pits" of insurance.