Articles of association of a limited liability company
In order to meet the requirements of the socialist market economy and develop the productive forces, the Articles of Association are formulated and signed by the shareholders of the company in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.
Rule number one. Company name and domicile:
(1) Name:
(2) domicile:
Article 2. Business scope of the company:
Article 3. Registered capital of the company: 1 10,000 yuan.
The first phase, 10000 yuan, invested before.
The second phase, 10000 yuan, invested before.
(Private enterprise) invested before the third phase10,000.00 yuan.
Where a company increases or decreases its registered capital, it must convene a shareholders' meeting, which shall be passed and resolved by all shareholders. Where a company reduces its registered capital, it shall also notify its creditors within 10 days from the date of making the resolution, and make an announcement in the newspaper at least three times within 30 days. Where a company changes its registered capital, it shall go through the registration formalities with the registration authority according to law.
Article 4. Name, mode, amount and proportion of contribution of shareholders:
Shareholders: The capital contribution is RMB Yuan, accounting for% of the registered capital.
In which: contribution in kind 1 10,000 yuan.
Monetary contribution 1 ten thousand yuan.
Shareholders: The capital contribution is RMB Yuan, accounting for% of the registered capital.
In which: contribution in kind 1 10,000 yuan.
Monetary contribution 1 ten thousand yuan.
Shareholders: The capital contribution is RMB Yuan, accounting for% of the registered capital.
In which: contribution in kind 1 10,000 yuan.
Monetary contribution 1 ten thousand yuan.
Article 5 After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
Article 6. Rights and obligations of shareholders
(1) Shareholders enjoy the following rights:
1. Participate in or elect representatives to attend the shareholders' meeting, and enjoy voting rights in proportion to the capital contribution;
2. Understand the company's operating status and financial status;
3. Electing and being elected as an executive director or supervisor;
4. Obtain and transfer dividends in accordance with laws, regulations and the Articles of Association;
5. Give priority to the capital contribution transferred by other shareholders;
6. Give priority to purchase the newly-increased registered capital of the company;
7. After the termination of the company, share the remaining property of the company according to law;
8. Have the right to consult the minutes of the shareholders' meeting and the company's financial report;
(II) Shareholders shall undertake the following obligations:
1. Abide by the Articles of Association;
2. Pay the subscribed capital contribution on schedule;
3. Undertake the debts of the company according to the subscribed capital contribution;
4. After the company goes through the registration formalities, the shareholders shall not withdraw their capital contribution;
Article 7 Conditions for shareholders to transfer their capital contribution:
(1) Shareholders can transfer all or part of their capital contributions to each other. Under the same conditions, other shareholders have the preemptive right to purchase the capital contribution transferred with the consent of shareholders.
(2) The transfer of capital contribution by shareholders must be discussed and approved by the shareholders' meeting. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer.
(3) After the shareholders transfer their capital contribution according to law, the company shall record the name and domicile of the transferee and the transferred capital contribution in the register of shareholders.
If a shareholder fails to fulfill his capital contribution obligations in accordance with Articles 3 and 4 of the Articles of Association and fails to pay his capital contribution, he shall be liable for breach of contract to the shareholder who has paid his capital contribution in full, and shall be deemed to have voluntarily waived his rights and obligations. Other shareholders have the preemptive right, and with the consent of more than half of the shareholders, they can also attract people other than shareholders to subscribe.
If a shareholder only partially pays his due contribution, he shall be liable for breach of contract to the shareholder who has paid the contribution in full, and shall be deemed to have voluntarily given up the unpaid part of the equity. Other shareholders have the priority to subscribe for non-capital contribution shares, and with the consent of more than half of the shareholders, they can also attract people other than shareholders to subscribe for non-capital contribution shares.
Article 8. The organization, mode of formation, powers and rules of procedure 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 shareholders' meeting shall exercise the following functions and powers:
1. Decide on the company's business policy and investment plan;
2. Elect and replace the executive director and decide on the remuneration of the executive director;
3. Elect and replace supervisors appointed by shareholders' representatives, and decide on the remuneration of supervisors;
4. Review and approve the report of the executive director;
5. Review and approve the report of the supervisor;
6. To review and approve the company's annual financial budget and final accounts;
7. Review and approve the profit distribution plan and loss recovery plan of the company;
8. To make resolutions on increasing or decreasing the registered capital of the company;
9. To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
10. Make resolutions on merger, division, change of corporate form, dissolution and liquidation of the company;
1 1. Modify the Articles of Association;
12. Appoint or dismiss the company manager.
(3) Rules of procedure for the shareholders' meeting:
1. The first meeting of the shareholders' meeting was convened and presided over by the shareholder who contributed the most.
2. At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution.
3. Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting. Regular meetings shall be held once every six months, and interim meetings shall be held only upon the proposal of shareholders or supervisors representing more than one quarter of the voting rights. 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.
4. 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, the executive director shall entrust others to convene and preside over the meeting in writing, and the trustee shall fully perform the functions and powers of the executive director.
5. The shareholders' meeting shall make a resolution on the matters discussed, which shall be passed 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.
(4) The company does not have a board of directors, but has an executive director, who is the legal representative of the company and is responsible to and 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. Before the expiration of the term of office of the executive director, the shareholders' meeting shall not dismiss him without reason.
(5) The executive director is responsible to the shareholders' meeting and exercises the following 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. Implement the resolutions of the shareholders' meeting;
3. Decide on the company's business plan and investment plan;
4. Formulate the company's annual financial plans and final accounts;
5. Formulate the company's profit distribution plan and loss compensation plan;
6. To formulate plans for increasing or decreasing the registered capital of the company;
7. To formulate plans for merger, division, change of corporate form and dissolution of the company;
8. Decide on the establishment of the company's internal management organization;
9. Nominate the manager of the company, appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and decide on their remuneration;
10, formulate the basic management system of the company;
1 1. Sign relevant documents on behalf of the company;
12. Exercise special adjudication power and disposal power on the company's affairs in emergency situations such as war and extraordinarily serious natural disasters, but such adjudication power and disposal power must be in line with the company's interests, and report to the shareholders' meeting afterwards;
(VI) The Company has 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, presiding over the company's production and operation management;
2. Organize the implementation of the company's annual business plan and investment plan;
3. Draw up the plan for the establishment of the company's internal management organization;
4. Formulate the basic management system of the company;
5. Formulate specific rules of the company;
6. To propose the appointment or dismissal of the company's deputy manager and financial controller;
7. To appoint or dismiss management personnel other than those who should be appointed or dismissed by the executive director;
The manager attended the shareholders' meeting.
(7) The Company shall have supervisors, who shall be 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 finances;
2. Supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties;
3. When the actions of the executive directors and managers harm the interests of the company, ask the executive directors and managers to correct them;
4. Propose to convene an extraordinary general meeting of shareholders;
Supervisors attend shareholders' meetings as nonvoting delegates.
(8) The executive director, manager and financial officer of the company shall not concurrently serve as the company's supervisor.
Article 9. Legal representative of the company: The executive director is the legal representative of the company. The term of office is three years and shall be elected and removed by the shareholders' meeting. At the expiration of his term of office, he may be re-elected.
Tenth, the system of finance, accounting, profit distribution and employment.
(1) The company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council, and shall prepare financial and accounting reports at the end of each fiscal year and send them to shareholders before March 3 1 of the following year.
(II) The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws and regulations and the provisions of the competent financial department of the State Council.
(3) The employment system shall be implemented in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council.
Article 11 Reasons for dissolution of the company and liquidation methods
(1) The business term of the company is years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
(2) The company may be dissolved under any of the following circumstances:
1. The business term stipulated in the Articles of Association expires or other reasons for dissolution stipulated in the Articles of Association occur;
2. The shareholders' meeting resolves to dissolve;
3. The company needs to be dissolved due to merger or division;
4. The company was ordered to close down in violation of laws and administrative regulations;
5. When the company cannot continue to operate due to force majeure events;
6. Declare bankruptcy.
(3) When the company is dissolved, a liquidation group shall be established in accordance with the Company Law to liquidate the company. After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or relevant competent authorities for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Article 12 Other matters that shareholders think need to be specified.
(1) The Company may amend the Articles of Association if it needs or involves changes in the registered items of the Company. The revised Articles of Association shall not conflict with laws and regulations, and the resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights. It must be agreed by all shareholders. The revised Articles of Association shall be reported to the original company registration authority for the record, and any change in registered items shall be registered with the company registration authority at the same time.
(2) The right to interpret the Articles of Association belongs to the shareholders' meeting.
(3) The company registration items shall be subject to the approval of the company registration authority.
(4) If the Articles of Association conflict with the national laws and regulations, the national laws and regulations shall prevail.
(V) The Articles of Association shall be signed by all investors and shall come into effect as of the date of establishment of the company.
(VI) The Articles of Association are made in duplicate, one for the company and one for the company registration authority.
Signature (seal) of all shareholders:
date month year