Agreement on the establishment of the company 1 Party A: _ _ _ _ _ _ _ _ _ _ _ Co., Ltd.
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _
According to the Company Law of People's Republic of China (PRC) and relevant laws and regulations, Party A and Party B, based on the principle of mutual benefit and common development, decided to establish a limited liability company through equal consultation by * * *. In order to clarify the rights and obligations of all parties, this agreement is hereby concluded for all parties to abide by.
Article 1 The legal form of the company to be established by Party A and Party B is a limited liability company. Shareholders shall be liable to the Company to the extent of their capital contribution, and share profits, risks and losses in proportion to their capital contribution in the registered capital.
Article 2 Name and domicile of the company
(1) The name of the company to be established is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(2) The domicile of the company to be established is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 3 The business purpose of the company: in accordance with the Company Law and other laws and regulations, with economic benefits as the center, scientific and technological progress as the driving force and modern management as the basis, strive to expand the business scale, promote the development of the textile industry, widely serve the society and seek the greatest interests for shareholders.
Article 4 The registered capital, mode and amount of contribution of the company to be established.
(1) The registered capital of the company to be established is RMB _ _ _ _ _.
(2) _ _ _ _ _ _ _ _ _ _ _% of the registered capital has been paid by Party A in the form of physical equipment, specifically _ _ _ _ _ _ _ _.
1. The equipment invested by Party A shall be evaluated by a qualified evaluation agency, and the selection of the evaluation agency shall be confirmed and agreed by both parties. The evaluation conclusion of the evaluation agency can only be used as the basis for determining the value of the equipment invested by Party A. ..
2. Upon assessment, if the value of the equipment invested by Party A is less than RMB _ _ _ _ _ _ _ _ _, Party A shall make up the capital contribution in cash; If the value of the equipment invested by Party A exceeds RMB _ _ _ _ _ _ _, the excess will be regarded as the debt of the new company to Party A. ..
3. The equipment invested by Party A shall be evaluated before the end of _ _ _ _ _, and the evaluation fee shall be borne by Party A. ..
(3) Party B has paid _ _ _ _ _ _ _ _ _ _ _% of the registered capital.
(4) The capital contributions of both parties shall be paid in full before _ _ _ _ _ _ _ _ _.
Article 5 Establishment of the Company
(1) Party A and Party B * * * set up a new company project preparation team to be responsible for the preliminary preparation and construction of the project.
(II) Party A and Party B shall complete all preparations for the establishment of the new company on.
(III) In order to advance the work as soon as possible, if necessary, Party A shall pay x% (about X million yuan) of the land payment of the new company in advance, and return it after Party B's land advance payment is in place.
Article 6 the organizational structure of the company
(1) The company has a shareholders' meeting, which is composed of all shareholders and is the authority of the company.
(2) The company has a board of directors, which is the operating organization of the company. Party A appoints _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. The board of directors shall have a chairman, who shall be elected by Party A from among the board members.
2. The board of directors shall have a vice-chairman elected by Party B from among the board members.
3. The board of directors shall have a secretary of the board of directors, who shall be appointed by Party B. ..
(III) The Company shall have a general manager appointed by Party A. ..
(IV) The chief financial officer of the Company shall be appointed by Party B. ..
(5) The company has a board of supervisors, and the chairman of the board of supervisors is _ _ _ _ _ _ _ _ _ _; The board of supervisors is the company's internal supervision organization.
Article 7 The term of operation of the company and the disposal of the property after the expiration.
(1) The operating period of the company is _ _ _ _ _ _ _ _ _.
(II) Within three years after the establishment of the new company, Party A may transfer the shares held by Party B by stages at the price of 1: 1.
(3) When the operation expires or is dissolved in advance, the company shall carry out liquidation according to the articles of association. The remaining property after liquidation shall be distributed according to the proportion of capital contribution of Party A and Party B. ..
Article 8 Other matters
(1) Party B is responsible for paying the retirement co-insurance fund and the on-the-job employee status replacement fund to the retired and co-insured personnel of Party B at one time.
(II) After the establishment of the new company, be responsible for implementing the post of Party B's X person and signing a two-year labor contract.
Article 9 Liability for breach of contract
(1) Once signed, this agreement shall have legal effect. Except for force majeure, any party who violates this agreement shall bear the liability for breach of contract.
(II) If either party fails to pay the capital contribution in full and on time as agreed in this Agreement, the breaching party shall pay _ _% of the capital contribution payable by the breaching party as liquidated damages.
(3) If either party breaches the contract, resulting in the non-performance or non-full performance of this Agreement, the observant party has the right to terminate this Agreement unilaterally, and demand the defaulting party to compensate all economic losses, in addition to paying _ _ _% of the capital contribution payable by the defaulting party as liquidated damages.
Article 10 Settlement of disputes
Any dispute arising from this agreement shall be settled through consultation on the principle of being conducive to the development of * * *. If negotiation fails, a lawsuit may be brought to the people's court.
Article 11 Supplementary Provisions
(1) "new" mentioned in this agreement
The Company is a _ _ _ _ _ _ _ _ limited liability company jointly funded by Party A and Party B. ..
(II) Matters not covered in this agreement shall be implemented in accordance with the Company Law of People's Republic of China (PRC) and the Articles of Association of the new company, or a supplementary agreement shall be signed on the basis of equal consultation, and the supplementary agreement shall have the same legal effect as this agreement.
(3) This Agreement is made in duplicate, one for each party, and shall come into effect after being signed and sealed by all parties.
Party A: _ _ _ _ _ _ _ Co., Ltd. (seal) _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ Co., Ltd. (seal) _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Company Agreement II East Route Project of South-to-North Water Diversion (hereinafter referred to as "Project") is an important infrastructure to realize the optimal allocation of water resources in Shandong Province, an important guarantee to realize the strategy of sustainable economic development in Shandong Province, and a power source to effectively promote the sustained economic growth in Shandong Province. In order to give full play to the role of the project as a control hub in the national economy and people's livelihood in Shandong Province, ensure the normal production and operation of the project, strengthen the daily maintenance of the project, and improve the economic and social benefits of the project, according to the deployment of the Hanzhuang Canal section project to form an independent maintenance company in the minutes of the executive meeting of the Provincial Water Transfer Bureau on March 29, starting with the improvement of the project operation system and mechanism, in accordance with the requirements of the modern enterprise system, and in line with the principles of friendly cooperation, mutual benefit and common development, Zaozhuang Section Administration of East Route of South-to-North Water Diversion Project in Shandong Province (hereinafter referred to as "Administration") is willing to cooperate with Shandong Water Conservancy Corporation (hereinafter referred to as "Shandong Water Supply Corporation") and make full use of their respective advantages and resources to establish an independent maintenance company for East Route of South-to-North Water Diversion Project. In order to achieve the expected purpose of cooperation, both parties reached the following agreement through consultation:
1. The name of the newly established enterprise is tentatively set as: Shandong Water Conservancy Project Operation and Maintenance Co., Ltd. (hereinafter referred to as "the Company").
Two. Business scope of the company: operation, maintenance and maintenance of water conservancy projects. Construction and management of water conservancy projects.
3. Registered address: No.35 Heping Road, Jinan.
Four. Registered capital: 5.5 million yuan.
Verb (short for verb) Investor:
1, Administration (also in the name of ESOP); The shareholding ratio does not exceed 40%.
2. Shandong Water Corporation. The shareholding ratio does not exceed 40%.
3. Other partners. The shareholding ratio does not exceed 30%.
The capital contribution of each party shall be in place within one month after the agreement comes into effect.
If there is no third party involved, the total investment ratio of the Administration and Shandong Water Affairs is 50% respectively.
Six, the capital structure is determined according to the proportion of each party's capital contribution; Each party enjoys the rights and interests in proportion to its share capital and bears the business risks of the company. The rights and obligations of shareholders shall be stipulated in the articles of association.
Seven, the company's business qualifications temporarily enjoy the treatment of Shandong Water Corporation.
Eight, the company size: 15 -20 people;
Nine. The shareholders' meeting of the company is composed of all shareholders and is the highest authority of the company. The company has a board of directors. The board of directors consists of five directors. Management Bureau and Shandong Water Corporation each recommend 2 persons, and the third investor recommends 1 person.
X. the administration bureau is the chairman of the company; The general manager of Shandong Water Affairs is the company manager. The third investor is the vice chairman of the company.
XI。 The person in charge of the company's finance is nominated by the management and appointed or dismissed by the board of directors.
Twelve. The financial statements of the Company were incorporated into Shandong Water Supply Corporation.
Thirteen. The management of the company should be decided by the board of directors.
Fourteen After the parties report to the competent authorities for approval according to their respective procedures, the shareholders' meeting shall be held in accordance with the provisions of the Company Law, the board of directors shall be formed, and the articles of association shall be formulated.
15. Investors * * * jointly recommend the person in charge of company formation. The investor agrees that the person in charge of the establishment shall handle the application procedures for the establishment of the enterprise.
Sixteen. Matters not covered in this agreement shall be settled by both parties through consultation.
17. This agreement shall come into effect after being signed and sealed by all parties and approved by the competent authorities of all parties.
Shandong province south-to-north water transfer east line project Zaozhuang Duan management bureau
Legal representative:
Shandong water conservancy engineering company
Legal representative:
Third Party Investor (Unit):
Legal representative:
Date, year and month
Agreement on the Establishment of the Company 3 Party A:
On behalf of:
Address:
Telephone:
Party B:
On behalf of:
Address:
Telephone:
Risk warning:
There are many ways of cooperation, such as setting up a company, developing software, buying and selling products, etc. Different cooperation methods involve different project contents, and the corresponding terms of the agreement may be quite different.
The terms of this agreement are based on specific projects and are for reference only. In practice, it is necessary to modify or redraft the terms according to the actual cooperation mode, project content, rights and obligations of both parties, etc. In order to strengthen the cooperation of all parties, Party A and Party B have reached the following agreement on the establishment of _ _ _ _ _ _ _ Limited Company through full consultation:
I. Contents of cooperation
1. As promoters, Party A and Party B jointly establish _ _ _ _ _ _ _ _ _ Limited Company in the form of a limited liability company.
2. Business scope of the company:
3. Company address:
Two. Risk warning of cooperation mode:
The mode of cooperation should be clearly agreed, especially the cooperation involving different investment methods such as capital, technology and labor services. At the same time, it is necessary to clarify their respective rights and interests, otherwise it is easy to have disputes over responsibility and profit and loss sharing in the actual operation of the project.
1. The registered capital of the company is RMB _ _ _ _ _ _ _ _ _.
2. The company is responsible for raising insufficient funds in the course of the company's operation and operation as the company's external liabilities.
Three. Risk warning of both parties' responsibilities:
The rights and obligations of all parties to the cooperation should be clearly agreed to avoid wrangling in the actual operation of the project.
Once again, warm reminder: due to the inconsistency between the cooperation mode and the project content, the rights and obligations of all parties are also inconsistent, which should be formulated according to the actual situation.
1. Party A and Party B shall be responsible for the capital contribution made by the shareholders they represent in accordance with the agreed amount and time.
2. Party A shall be responsible for all the funds in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. Within _ _ _ days from the date of pre-approval of the company name, the shareholders' contribution in kind shall be delivered to the company; If it is necessary to go through the formalities of property right transfer, it shall be completed within _ _ _ days from the date of registration and establishment of the company.
4. Party A and Party B guarantee that the company managers appointed by them meet the requirements of the Company Law, and supervise that the appointed personnel shall not engage in the same or similar business with the company for themselves or others.
Fourth, the internal operation of the company.
1. All shareholders of the company form the shareholders' meeting, which is the highest authority of the company and is responsible for making decisions on major issues of the company. The company does not have a board of directors, but has _ _ _ _ _ executive directors; The Company does not have a board of supervisors, but has _ _ _ _ _ supervisors.
2. The executive director is appointed by Party B, and his position is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. The composition, authority and remuneration of the company's management body, shareholders' meeting, executive directors, supervisors and financial officers, and the company's taxation, financial system and liquidation system shall be implemented in accordance with the Company Law and the Articles of Association.
4. The general manager is responsible for formulating rules and regulations such as employee rewards and punishments, financial accounting and production management. It will be implemented after being reviewed by the shareholders' meeting.
Verb (abbreviation of verb) constitution and open system
1. Party A and Party B * * * jointly draft the Articles of Association, which shall be signed by all shareholders after being approved by the shareholders' meeting, and shall be an integral part of this Agreement.
2. The company's operating conditions, financial information or major events should be made public on a monthly basis or at the request of shareholders, who have the right to consult the company's operating information.
The profits of the company shall be distributed according to the proportion of shareholders' capital contribution after all kinds of funds are withdrawn according to the regulations.
Seven. Risk warning of liability for breach of contract:
Although the contract is detailed, there is no guarantee that the partner will not breach the contract. Therefore, it is necessary to clearly stipulate the terms of breach of contract, and once one party breaches the contract, the other party can use it as the basis for recovery.
1. If either party breaches the contract, the observant party may decide to terminate this agreement at its own discretion, and has the right to pursue the legal responsibility and economic compensation of the breaching party.
2. If either party fails to perform this agreement, the breaching party shall pay the other party liquidated damages.
8. During the validity period of the dispute settlement agreement, if any dispute arises between the two parties, it shall be settled through consultation based on the principle of mutual understanding and mutual benefit. If negotiation fails, both parties may bring a lawsuit to the people's court where Party A is located.
Nine. others
1. Matters not covered in this agreement shall be supplemented by shareholders through consultation. The supplementary agreement is an integral part of this agreement. In case of any inconsistency with this agreement, the supplementary agreement shall prevail.
2. This agreement shall come into force as of the date of signature by both parties and their representatives.
3. This Agreement is signed in the form of _ _ _ _ _ _ _ _ _.
Party A (signature and seal):
Representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature and seal):
Representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _