1. Basic information of the company, including name, domicile, business scope, mode of establishment, registered capital, etc.
2. Information about the promoters, including their names, the number of shares subscribed and the mode of capital contribution.
3. The functions and powers of the company, including the composition, functions and rules of procedure of the board of directors and the composition, functions and rules of procedure of the board of supervisors;
4. Other matters.
What is the function of the articles of association?
1, the effectiveness of the company
The articles of association are the basic principles of company organization and behavior, and the company must abide by and implement the articles of association. According to the articles of association, the company has obligations to shareholders. Therefore, once the company infringes the rights and interests of shareholders, shareholders can bring a lawsuit against the company according to the company's articles of association.
2. Impact on shareholders
These Articles of Association are the company's autonomous regulations. Every shareholder, whether participating in the formulation of the initial articles of association or later joining the company by subscribing or transferring shares of the company, is bound by this contract. Shareholders must abide by the articles of association and have obligations to the company. If a shareholder violates this obligation, the company may bring a lawsuit against him according to the articles of association. However, it should be noted that shareholders are only bound by the company as shareholders. If the shareholders are related to the company in other capacities, the company cannot claim rights from the shareholders according to the articles of association.
3. The effectiveness of shareholders.
The articles of association are generally regarded as a contractual relationship between shareholders, which makes shareholders have mutual obligations. Therefore, if a shareholder's rights are infringed by another shareholder's violation of personal obligations stipulated in the company's articles of association, the shareholder can claim rights from another shareholder according to the company's articles of association. However, it should be noted that the basis of shareholders' rights request should be the relationship between shareholders' rights and obligations stipulated in the articles of association.
The basic characteristics of a company limited by shares:
(1) Limited by Share Ltd is an independent Economic legal;
(2) The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, according to French regulations, the number of shareholders should be at least 7;
(3) The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders;
(4) All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction;
(5) The shares of the company can be freely transferred, but they cannot be withdrawn;
(6) The company's accounts must be made public so that investors can know about the company and make choices;
(7) There are strict legal procedures for the establishment and dissolution of the company, and the procedures are complicated.
Legal basis:
Company Law of the People's Republic of China
Article 81 The articles of association of a joint stock limited company shall specify the following items:
(1) Name and domicile of the company;
(2) The business scope of the company;
(3) The mode of establishment of the company;
(4) The total number of shares, the amount of each share and the registered capital of the company.
(five) the name of the promoters, the number of shares subscribed, the mode and time of capital contribution;
(6) The composition, powers and rules of procedure of the board of directors;
(7) The legal representative of the company;
(8) Composition, powers and rules of procedure of the board of supervisors.
(9) Measures for profit distribution of the company;
(10) Reasons for the dissolution of the company and liquidation methods.
(eleven) the company's notice and announcement;
(12) Other matters that need to be stipulated by the shareholders' meeting.