Address:
ID number:
Contact telephone number:
Party B:
Address:
ID number:
Contact telephone number:
Party C:
Address:
ID number:
Contact telephone number:
Fang Ding:
Address:
ID number:
Contact telephone number:
According to the Constitution of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, Party A, Party B, Party C and Party D entered into this Contract through friendly negotiation on the basis of equality, mutual benefit and mutual trust.
1. Our company is a limited liability company established in accordance with the Company Law of People's Republic of China (PRC) and other relevant regulations. Party A, Party B, Party C and Party D shall be liable for the creditor's rights and debts of the joint venture company to the extent of their respective capital contributions. Each party shall share profits, risks and losses in proportion to its capital contribution.
1. The full name of the company registration is:
2. The registered capital of the company is RMB Yuan only (in words).
3. The amount and mode of contribution of each party are as follows
Contribution of Party A (in words) Mode of contribution and payment
Contribution of Party B
Contribution of Party C
Party D contributed.
4. Company domicile:
5. Legal representative of the company:
6. Business scope of the company:
2. The board of directors is composed of shareholders of the company, and each shareholder represents the image of the company and has the responsibility and obligation to safeguard the rights and interests of the company.
1. Party A, Party B, Party C and Party D shall become shareholders of the Company after they have made capital contributions in accordance with the provisions of this contract and signed this contract.
2. Shareholders should abide by the Company Law and the company's rules and regulations, and set an example.
3. Except as provided by laws and regulations, shareholders may not withdraw their shares, but may transfer their shares.
4. The relevant positions of the board of directors are elected by the members of the board of directors through consultation, and the assessment period is limited.
Three. rights and duties
1, Party A, Party B, Party C and Party D are all members of the board of directors of the company, but they do not directly participate in the normal operation of the company.
2. In order to clarify the responsibilities of Party A, Party B, Party C and Party D, which is beneficial to the development of the company, Party A, Party B, Party C and Party D need to divide their work reasonably. The specific division of labor is as follows:
(1) The chairman of the board is _ _ _ _ _ _ _ _. Mainly responsible for all external behaviors such as _ _ _ _ _ _ _ _, and not directly involved in the internal management of the company.
(2) The executive director shall be _ _ _ _ _. Be directly responsible for the internal management of the company and convey the decision of the board of directors. Directly under the company and general manager.
(3) The members of the board of directors shall be _ _ _ _ _.
(4) The general manager of the company adopts the form of external employment according to the development needs of the company.
3. The company's expenditure, income and other financial conditions shall be organized by the executive director to hold a quarterly shareholders' meeting to analyze the recent operating conditions and formulate new business strategic objectives.
4. The market resources, contacts and industry experience of Party A, Party B, Party C and Party D are all part of the cooperation.
5. Party A, Party B, Party C and Party D shall not disclose the company's development strategy and various resources to the outside world or competitors, otherwise, the board of directors shall have the right to recall its functions and powers, recover its shares and bring a lawsuit to the relevant law enforcement departments.
6. If Party A, Party B, Party C and Party D have their own opinions on operation or management, they can hold a shareholders' meeting for discussion. If it is really impossible to make unified decisions, the executive director has the final decision-making power.
7. If the company has operational difficulties or needs capital turnover, Party A, Party B, Party C and Party D can re-invest in the company through consultation, and the shares can be re-established according to the investment amount.
8. If the company cannot continue to operate due to operating losses, it needs to convene a board meeting, and the company can be cancelled or auctioned with the consent of all members of the board. The proceeds from auction or sale shall be distributed according to the proportion of shares of Party A, Party B, Party C and Party D. ..
Four. Earnings Distribution and Debt Commitment
1. Income distribution: the income excluding operating costs, daily expenses, wages, bonuses and taxes payable is the net profit, that is, the partnership income-generating surplus, which is the key point of partnership distribution and will be distributed according to the proportion of capital contribution of partners.
2. Debt commitment: the debts arising from the operation of the partnership enterprise shall be repaid in priority by the property of the partnership enterprise; If the partnership property is insufficient to pay off, it shall be borne in proportion to the capital contribution of each partner.
Verb (abbreviation of verb) contributes to the transfer, withdrawal and contribution.
(1) The capital contribution of the new partner must be approved by all the partners; The new partner shall acknowledge and sign this partnership agreement; Unless otherwise agreed in the capital contribution agreement, the new partner with capital contribution shall enjoy the same rights and bear the same responsibilities as the original partner; The new partners who have invested shall be jointly and severally liable for the debts of the partnership before the investment.
(B) Capital withdrawal
1, voluntarily quit. During the term of operation, under any of the following circumstances, the partner may withdraw his capital contribution:
(1) The reasons for withdrawing capital contribution agreed in the partnership agreement appear;
(2) Withdrawing capital contribution with the written consent of all partners;
(3) There are legal reasons why it is difficult for partners to continue to participate in partnership projects. If a partner withdraws his capital contribution without authorization and causes losses to the partnership, he shall compensate all the losses of the other partners.
2. Of course, withdraw capital. In any of the following circumstances, the partner will of course withdraw his shares:
(1) died or was declared dead according to law;
(2) A person who has been declared legally incompetent for civil conduct;
(three) the individual loses the ability to pay off debts;
(4) All the property shares in the partnership enterprise shall be enforced by the people's court. The effective date of fund withdrawal under the above circumstances is the actual date.
3. Withdraw name and withdraw capital. Under any of the following circumstances, a resolution can be made to remove the partner upon unanimous consent of the other partners:
(1) fails to fulfill the obligation of capital contribution;
(2) Causing economic losses to the partnership project due to intentional or gross negligence;
(3) There is misconduct in the execution of partnership affairs;
(4) Other reasons stipulated in the partnership agreement. The resolution on the removal of a partner shall be notified in writing to the removed celebrity. The removed celebrity shall take effect from the date of receiving the notice of removal, and the removed celebrity shall withdraw his shares.
After the partners withdraw their shares, the other partners and the quitters shall conduct liquidation according to the property status of the partnership at the time of withdrawal.
(3) Transfer of capital contribution
Allow partners to transfer all or part of their property shares in the partnership. Under the same conditions, other partners have the priority to be assigned. If it is transferred to a third party other than a partner, the third party will be treated as a new investment, otherwise it will be treated as a refund to the transferor. A third party other than a partner who receives a share of the property of the partnership project shall become a partner of the partnership project after amending the partnership agreement.
Liability for breach of contract of intransitive verbs
1. Anyone who misappropriates public funds of more than 5,000 yuan without authorization shall pay double compensation. If the circumstances are serious, a lawsuit may be brought to the relevant department in accordance with relevant laws.
2. Any party who conceals or falsifies the company's accounts for personal gain will be punished by double indemnity. If the circumstances are serious, it can bring a lawsuit to the relevant department according to relevant laws.
Seven. Dissolution or modification of the agreement
(1) This contract is automatically dissolved under the following circumstances:
1. The contract period has expired.
2. Party A, Party B, Party C and Party D cancel the Company through negotiation for reasonable reasons.
3. Force majeure factors such as national laws or natural disasters.
(2) A new contract needs to be signed in the following circumstances, and this contract shall be terminated at the same time:
1. The company has added other shareholders.
2. Changes in shareholders' shares.
3. Changes in the way of cooperation.
Eight. articles of agreement
From the date of signature, the validity period is _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Nine. Validity of the agreement
This contract shall come into effect after being signed by both parties, and some clauses shall come into effect after the company is registered. The Contract is * * pages in total, with _ _ _ _ _ _ _ _ pages in total.
Party A: (signature or seal)
date month year
Party B: (Signature or seal