How to write the articles of association of a wholly agricultural company? The following is the articles of association of the wholly-owned agricultural company I shared, and you are welcome to learn from it!
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, XX Agricultural Science and Technology Co., Ltd. (hereinafter referred to as the Company) is established with joint capital contributions made by XX and XX. After discussion by all shareholders, the Articles of Association is jointly formulated.
Chapter I Company Name and Domicile
Article 1 Company Name: * * Agricultural Technology Co., Ltd.
Article 2 Company's domicile: * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Chapter II Business Scope of the Company
Business scope of the company: research and development of biological products, technology transfer, technical services, investment in aquaculture, development and transfer of agricultural technology, development and transfer of processing technology of agricultural and sideline products, planting of forestry machinery, mechanical farming, digging holes, flowers, sales of seeds, fertilizers, agricultural machinery, farm tools and agricultural and sideline products (except grain and oil). (If the above business scope involves licensed operation, it shall be operated with a license).
If the business scope of the company belongs to the items that need to be approved before registration as stipulated by laws, administrative regulations or the State Council decisions, it shall be reported to the relevant state departments for approval before applying for registration.
Chapter III Registered Capital of the Company
Article 3 The registered capital of the Company is RMB 10,000.00 Yuan in Wu Bai.
Chapter IV Name of Shareholders, Mode, Amount and Time of Contribution
If a shareholder fails to pay the capital contribution in accordance with the provisions of the capital contribution table, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 5 After a shareholder makes a capital contribution, it must be verified by a legally established capital verification institution and issued with a certificate.
Article 6 After the company is established, it shall issue a certificate of capital contribution to shareholders and keep a register of shareholders.
Chapter V Organization of the Company, Its Formation Method, Authority and Rules of Procedure
Article 7 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company, exercising the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing the executive directors and supervisors who are not staff representatives, and deciding the remuneration of the executive directors and supervisors;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) to make resolutions on the company's foreign investment or providing guarantees for others.
Where the shareholders unanimously agree on the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign the decision document.
Article 8 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law.
Article 9 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting. Regular meetings are held in February every year. Where shareholders, executive directors and supervisors representing more than one tenth of the voting rights propose to convene an interim meeting, an interim meeting shall be convened.
Article 10 The shareholders' meeting shall be convened and presided over by the executive director; If the executive director is unable to perform his duties or cannot perform his duties, it shall be convened and presided over by the supervisor; If the supervisor fails to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 11 The shareholders' meeting shall make resolutions on the matters discussed. The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders attending the meeting shall sign the minutes. Shareholders are encouraged to exercise their voting rights in proportion to their capital contribution.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Resolutions made by the shareholders' meeting on matters other than those specified in the preceding paragraph must be passed by shareholders representing more than half of the voting rights. Article 12 The company has an executive director instead of a board of directors, with a term of office of three years. Upon expiration of the term of office, an executive director may be re-elected.
Article 13 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of shareholders.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
(X) To formulate the basic management system of the company;
Article 14 When the executive director makes a decision on the matters listed in the preceding paragraph, it shall be in written form, signed by the executive director and kept in the company.
Article 15 The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager is responsible to the executive director and exercises the following powers:
(1) To take charge of the production, operation and management of the company and organize the implementation of the decisions of the executive director;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the executive director;
(eight) other powers granted by the executive director.
Article 16 The Company has 65,438+0 supervisors instead of the board of supervisors. The term of office of the supervisor is three years, and at the expiration of the term, the supervisor may be re-elected.
Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office. Executive directors and senior managers shall not concurrently serve as supervisors.
Article 17 The company's supervisors shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the actions of the executive directors and senior managers in the execution of the company's affairs, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting;
(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties as stipulated in the Company Law;
(5) Submit the draft to the shareholders' meeting;
(six) to bring a lawsuit against the executive director and senior management personnel according to law;
Article 18 A supervisor may raise questions or suggestions on matters decided by the executive director. The supervisor may investigate the abnormal operation of the company; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 19 The expenses necessary for the company's supervisors to exercise their functions and powers shall be borne by the company.
Chapter VI Legal Representative of the Company
Article 20 The legal representative of the company is the executive director.
Chapter VII Equity Transfer
Article 21 Shareholders may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Article 22 After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 23 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' general meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 24 After the death of a natural person shareholder, his legal successor shall inherit the shareholder qualification.
Chapter VIII Finance, Accounting, Profit Distribution and Labor Employment System
Article 25 A 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 make financial and accounting reports at the end of each fiscal year, entrust an accounting firm recognized by the state to conduct an audit, issue a written report and send it to all shareholders five days ago.
Article 26 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. Shareholders shall receive dividends in proportion to the paid-in capital contribution.
Article 27 The appointment and dismissal of the accounting firm that undertakes the audit business of the company shall be decided by the shareholders' meeting. Article 28 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.
Chapter IX Reasons for Dissolution of the Company and Liquidation Measures
Article 29 The business term of the company is Article 30 The company may be dissolved under any of the following circumstances:
(1) The business term of the company expires.
(2) The shareholders' meeting resolves to dissolve.
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of the Company Law.
When the business term of a company expires, it can survive by amending its articles of association.
Article 31 The Company has serious difficulties in operation and management, and its continued existence will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders holding more than 0/0% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Article 32 When the company is dissolved due to the provisions of Item 1, Item 2, Item 4 and Item 5 of Paragraph 1 of Article 32 of the Articles of Association, a liquidation group shall be established in accordance with the provisions of 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 the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.
Chapter X Obligations of Directors, Supervisors and Senior Managers
Article 33 Senior managers refer to the managers, deputy managers and financial officers of the company.
Article 34 Directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association of the company, and have the obligation of loyalty and diligence to the company. Do not take bribes or other illegal income by taking advantage of authority, and do not encroach on the company's property.
Article 35 Directors and senior managers shall not commit any of the following acts:
(1) Misappropriation of company funds;
(2) Opening an account for the company's funds in its own name or in the name of other individuals.
(3) Lending the company's funds to others or providing guarantee for others with the company's property without the consent of the shareholders' meeting;
(four) without the consent of the shareholders' meeting, enter into a contract or conduct a transaction with the company;
(5) Without the consent of the shareholders' meeting, taking advantage of his position to seek business opportunities belonging to the company for himself or others, and running the same business as the company he works for himself or others;
(six) accept the entrustment of others and regard the transaction with the company as your own;
(seven) unauthorized disclosure of company secrets;
(8) Other acts that violate the obligation of loyalty to the company.
Article 36 Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties in the company, and thus cause losses to the company, shall be liable for compensation.
Chapter XII Other matters deemed necessary by the shareholders' meeting.
Article 37 Where the articles in the Articles of Association are inconsistent with the laws, regulations and rules, the provisions of the laws, regulations and rules shall prevail.
Article 38 The registered items of a company shall be subject to the approval of the company registration authority.
Article 39 The Articles of Association shall be made in quadruplicate, two of which shall be kept by the company and one shall be submitted to the company registration authority for the record.
Signature of all shareholders (seal of corporate shareholders):
date month year
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