Party A: _ _ _ _ _ _ Address: _ _ _ _ _ ID number: _ _ _ _ _ _
Party B: _ _ _ _ _ _ Address: _ _ _ _ _ ID number: _ _ _ _ _ _
Party A and Party B have reached the following agreement on the establishment of _ _ _ _ _ _ _ limited liability company (hereinafter referred to as "the company") through friendly negotiation in accordance with the Contract Law of People's Republic of China (PRC), the Company Law and other relevant laws and regulations.
1. Name, domicile, legal representative, registered capital, business scope and nature of the company to be established.
1. Company name: _ _ _ limited liability company
2. Address: _ _ _ _
3. Legal Representative: _ _ _ _
4. Registered capital: RMB yuan
5. Business scope: _ _ _, subject to the project approved by the industrial and commercial department.
6. Nature: The Company is a limited liability company established in accordance with the Company Law and other relevant laws and regulations, and both parties shall be liable to the Company to the extent of the capital contribution subscribed at the time of registration.
Two. Shareholders and their capital contribution
The Company is established by joint investment of shareholders of Party A and Party B, with a total investment of RMB 50,000.00 Yuan, including start-up capital and registered capital, of which:
1, start-up capital _ _
(1) Party A contributes 250,000 yuan, accounting for 5% of the start-up capital;
(2) Party B contributed 250,000 yuan, accounting for 5% of the initial capital;
(3) Start-up funds are mainly used for the company's upfront expenses, including lease, decoration and purchase of office equipment. If the remaining funds after the company's opening are used as working capital, the shareholders shall not withdraw them.
(4) Before the company opens an account, the startup funds shall be deposited into the temporary account designated by both parties (bank: _ _ _ _ _ _ _ _ _ _), and the balance in the temporary account shall be transferred to the company account after the company starts business.
(5) Party A and Party B shall transfer their respective start-up funds into the above temporary account within _ _ _ days from the date of signing this Agreement.
2. The registered capital (capital) is 50,000 yuan.
(1) Party A contributes in cash, with the contribution of RMB 250,000.00 Yuan, accounting for 5% of the registered capital;
(2) Party B contributes in cash, with the contribution of RMB 250,000.00 Yuan, accounting for 5% of the registered capital;
(3) The registered capital is mainly used for company registration and working capital after the company's opening, and shareholders may not withdraw it.
(4) Party A and Party B shall deposit the registered capital into the company account within 7 days from the date of opening the company account.
3. Any shareholder who violates the above agreement shall bear corresponding liabilities for breach of contract according to Article 8, Paragraph 1 of this Agreement.
Three. Company management and division of functions
1. The company does not have a board of directors, but has executive directors and supervisors with a term of three years.
2. Party A is the executive director and general manager of the company, and is responsible for the daily operation and management of the company, with specific responsibilities including:
(1) Go through the formalities of company establishment registration;
(2) Recruit employees according to the company's business needs (financial and accounting personnel shall be appointed by both parties);
(3) Examination and approval of daily matters (major matters related to the development of the company shall be handled in accordance with the fifth paragraph of Article 3 of this Agreement; The financial examination and approval authority of Party A is less than RMB _ _ _ _ _ _ _ _
(4) Other duties required by the daily operation of the company.
3. Party B serves as the company's supervisor, specifically responsible for:
(1) Provide necessary assistance for Party A's operation and management;
(2) check the company's finances;
(3) Supervise Party A to perform the duties of the company;
(4) Other duties as stipulated in the articles of association.
4. Party A's salary is RMB/month, and Party B's salary is RMB/month, both of which are paid from temporary account or company account.
5. Handling of major issues
The company does not set up a shareholders' meeting. In case of any of the following major issues, it shall be agreed by both parties:
(1) The company intends to provide guarantees for shareholders, other enterprises and individuals;
(2) To decide on the company's business policy and investment plan;
(3) Other matters stipulated in Article 38 of the Company Law.
In case of any disagreement between Party A and Party B on the above-mentioned major issues, it shall be handled in the following ways without harming the interests of the company: _ _ _ _ _ _ _ _ _.
6. In addition to the above-mentioned major issues that need to be discussed, Party A and Party B unanimously agree to hold a regular meeting of shareholders once a week to summarize the company's operation in the previous stage and plan and deploy the company's operation in the next stage.
Four. Capital and financial management
1. Before the establishment of the company, the funds were collected and paid by the temporary account in a unified way, which was supervised and used by both parties. If one party does not agree to use the other party's funds, the other party must give a reasonable explanation, otherwise, one party has the right to demand compensation from the other party.
2. After the establishment of the company, the funds shall be received and paid by the opened company account, and the financial affairs shall be handled by the financial accounting personnel designated by both parties. Settle the company's accounts daily and monthly, provide relevant statements in time, and submit them to Party A and Party B for signature, approval and filing.
Verb (abbreviation of verb) profit and loss distribution
1. Party A and Party B shall share the profits and losses in proportion to the paid-in capital contribution.
2. After-tax profit of the company, shareholders can only pay dividends after making up the company's losses in the last quarter and drawing the statutory reserve fund (65,438+0% of after-tax profit). The specific system of shareholders' dividends is as follows:
(1) Dividend time: the first day of the first month of each quarter, divided by the profit of the previous quarter.
(2) Dividend amount: 6% of the remaining profit in the last quarter, which shall be divided by Party A and Party B in proportion to the paid-in capital contribution.
(3) The company's statutory reserve fund has accumulated to more than 5% of the company's registered capital, and may not be withdrawn.
Intransitive verb share conversion or withdrawal agreement
1. Share conversion: shareholders may not transfer their shares within _ _ _ years after the establishment of the company. From _ _ _ _ _ _, with the consent of one shareholder, the other shareholder may transfer the equity, and at this time, the untransferred party has the priority to transfer the equity to be transferred.
Where a shareholder of one party transfers all its shares to the other party, resulting in the change of the nature of the company into a one-person limited liability company, the transferor shall be responsible for the corresponding registration procedures. However, if the company loses its legal personality due to illegal transfer of shares, the transferor shall bear the main responsibility.
If the shares are to be transferred to a third party, such conditions as capital and management ability of the third party shall not be lower than those of the transferor, and the consent of the transferor shall be obtained separately.
If the transferor transfers the equity in violation of the above agreement, the transfer is invalid, and the transferor shall pay _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2. Withdrawal:
(1) The shareholders of one party must first pay off their personal debts to the company (including but not limited to their borrowing from the company, their actions causing losses to the company, etc.). ) and obtain the written consent of the other shareholder before withdrawing shares, otherwise the withdrawal will be invalid, and the party intending to withdraw shares will still enjoy and bear the rights and obligations of shareholders.
(2) Shareholder's withdrawal:
If the company is profitable, 6% of the total profit of the company shall be distributed according to the proportion of capital contribution paid by shareholders, and the other 4% shall be used as depreciation expense of the company's assets, and the withdrawing party shall not ask for distribution. After paying dividends, the withdrawing party can return its original total investment.
If the company is unprofitable, 8% of the company's existing total assets shall be allocated according to the proportion of shareholders' capital contribution, and the other 2% shall be used as the depreciation expense of the company's assets, and the withdrawing party shall not ask for allocation. In this case, the withdrawing party may not demand the return of its original total investment.
(3) Withdrawal of shares shall be settled in cash.
(4) If the nature of the company changes due to the withdrawal of one party, the withdrawing party shall be responsible for the change registration after the withdrawal.
3. Capital increase: If the company needs to increase its capital due to insufficient reserve funds, all shareholders will increase their capital contribution in proportion. If all shareholders agree, other ways of capital increase can be determined through consultation according to specific conditions. If a third party increases its shareholding, the third party shall acknowledge the contents of this agreement and share and assume the rights and obligations of shareholders under this agreement. The increase in shareholding must be agreed by all shareholders.
Seven. Dissolution or termination of the agreement
1. This Agreement shall be terminated in the following circumstances: 1. The company cannot be established due to objective reasons; 2. The company's business license is revoked according to law; 3. The company is declared bankrupt according to law; 4. Both parties agree to terminate this agreement.
2. After the dissolution of this Agreement: (1) Party A and Party B shall jointly carry out liquidation, and a neutral party may be hired to participate in liquidation if necessary. (2) If there is surplus after liquidation, Party A and Party B can only ask for the return of the capital contribution and the distribution of the remaining property in proportion to the capital contribution after the company has paid off all debts. (3) Losses after liquidation shall be shared by all parties in proportion to their capital contributions. If the shareholders are jointly and severally liable for the debts of the company, they shall be repaid by all parties in proportion to their capital contributions.
Eight. responsibility for breach of contract
1. If either party violates the agreement and fails to pay the capital contribution in full and on time, it shall make up for it within days. If the company fails to be established as scheduled or causes losses to the company, it shall be liable for compensation to the company and the observant party.
2. In addition to the above-mentioned breach of investment, if any party violates this Agreement and causes losses to the company's interests, it shall be liable for compensation to the company and pay a penalty of RMB _ _ _ _ _ _.
3. Other liabilities for breach of contract agreed in this Agreement.
Nine. others
1. This agreement shall come into force as of the date of signature by both parties. For matters not covered, both parties shall sign a supplementary agreement separately, which shall have the same legal effect as this agreement.
2. If this agreement involves the internal rights and obligations of both parties, if it is inconsistent with the Articles of Association, this agreement shall prevail.
3. In case of any dispute arising from this agreement, both parties shall try their best to solve it through negotiation. If negotiation fails, a lawsuit may be brought to the people's court with jurisdiction at the company's domicile.
4. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
Party A (signature) _ _ _ _ _? Party B (signature) _ _ _ _
Signing time: year month day