Legal basis: Article 23 of the Company Law of People's Republic of China (PRC) requires shareholders to formulate the articles of association of a limited liability company. In other words, the articles of association were formulated before the company was established. Based on the analysis of the legal nature of the articles of association, according to the general principles of the establishment of civil juristic acts, the establishment of the articles of association must meet the following three conditions:
1. Shareholders' resolutions. The articles of association must be jointly formulated by all shareholders, which is the basic condition and essential element for the establishment of the articles of association. Through the same formulation, the meaning is the same.
Second, it has relevant contents stipulated by law. The articles of association of the company have the characteristics of typical civil legal acts, so it must be drafted in accordance with the provisions of the Company Law.
Third, it is the recognition of shareholders. Article 25 of the Company Law stipulates that shareholders shall sign and seal the articles of association. This is a formal requirement for the establishment of the articles of association and a legal confirmation of the first establishment requirement, which has practical significance.