How to write the articles of association of the decoration company? The following is a sample of the articles of association of the decoration company I shared. Welcome to read!
Chapter I General Provisions
Article 1 In order to safeguard the legitimate rights and interests of the Company and its shareholders, and standardize the organization and behavior of the Company, a model Articles of Association of the Company is formulated 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.
Article 2 Company Name: Limited Company
Article 3 The company's domicile:
Article 4 Business term: from the date of registration of the company's establishment to the date of month, year and month.
Article 5 The chairman of the board is the legal representative of the company.
Article 6 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights; Shareholders are liable to the company to the extent of their subscribed capital contribution; The company is liable for its debts with all its property.
Article 7 The Articles of Association shall be binding on the company, shareholders, directors, supervisors and senior management personnel from the effective date.
Chapter II Scope of Business
Article 8 Business scope:
Article 9 A company may change its business scope according to the actual situation, but it must be approved by the registration authority and registered for change.
Chapter III Registered Capital of the Company
Article 10 The Company is established with the contribution of three shareholders * * *, with the registered capital of RMB.
Ten thousand yuan. The capital contribution subscribed by shareholders is:
Name of shareholder
subscribed capital contribution
(ten thousand yuan)
Investment form
Investment proportion (%)
Shareholders shall deposit their capital contributions in full into the company reserve account opened in the bank before. If non-monetary property is used as capital contribution, it shall be evaluated and the property right transfer registration shall be handled according to law.
Article 11 Shareholders shall pay their subscribed capital contributions in full and on time. After the capital contributions are paid, a legally established capital verification institution shall verify the capital and issue a certificate.
Article 12 The registered capital of the company shall be fully paid by all shareholders in proportion to their capital contribution. The initial capital contribution shall be paid in full before the capital verification by the capital verification institution.
Article 13 A company may increase or decrease its registered capital. The increase or decrease of the registered capital of a company shall be handled in accordance with the procedures stipulated in the Company Law and other relevant laws, administrative regulations and articles of association.
Article 14 After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
Chapter IV Shareholders of Model Articles of Association
Article 15 A company shall set up a register of shareholders to record the following items:
(1) the name and domicile of the shareholders;
(2) Capital contribution of shareholders.
(3) The serial number of the capital contribution certificate.
Shareholders recorded in the register of shareholders shall exercise their rights according to law.
Article 16 Shareholders shall enjoy the following rights:
(1) Distributing dividends in proportion to the paid-in capital contribution; When the company increases its capital, it shall give priority to subscribed capital according to the proportion of paid-in capital;
(2) Participate in or entrust an agent to participate in the shareholders' meeting and exercise the right to vote in proportion to the subscribed capital contribution;
(3) Give priority to the purchase of the equity transferred by other shareholders;
(four) to supervise the company's business activities and put forward suggestions or questions;
(5) Electing and being elected as directors or supervisors of the company;
(6) Consulting the company's accounting books, consulting and copying the company's articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial accounting reports;
(7) After the termination of the company, share the remaining property of the company in proportion to the paid-in capital contribution;
(eight) other rights stipulated by laws, administrative regulations or the articles of association.
Article 17 Shareholders shall undertake the following obligations:
(1) Abide by laws, administrative regulations and the articles of association of the company, and shall not abuse the rights of shareholders to harm the interests of the company or other shareholders;
(2) Pay the subscribed capital contribution in full and on time;
(three) after the establishment of the company, it shall not withdraw its capital contribution;
(4) Other obligations stipulated by national laws, administrative regulations or the articles of association.
Article 18 After the death of a natural person shareholder, his legal successor shall inherit his shareholder qualification, and other shareholders shall not object to or hinder him from exercising his shareholder rights.
Chapter V Equity Transfer in the Model Articles of Association
Article 19 Shareholders may transfer all or part of their shares to each other without obtaining the consent of other shareholders.
Article 20 A shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the 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.
Article 21 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 according to the proportion of their respective subscribed capital contributions.
Article 22 After the equity is transferred in accordance with Articles 19, 20 and 21 of the Articles of Association, 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. This amendment to the Articles of Association does not require a resolution of the shareholders' meeting.
Chapter VI General Meeting of Shareholders
Article 23 The shareholders' meeting 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) Appointing executive directors among shareholders, electing executive supervisors and determining their remuneration;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the reports of the executive 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 annual 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 investment in other parties or providing guarantees for other parties;
(12) Deciding to hire or dismiss the accounting firm that undertakes the audit business of the company;
(13) Other functions and powers as stipulated by national laws, administrative regulations and the Articles of Association.
Article 24 Shareholders may attend the shareholders' meeting by themselves or entrust an agent to attend the shareholders' meeting and exercise their voting rights. If an agent is entrusted to attend the meeting, the agent shall produce a written power of attorney from the shareholders.
Article 25 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Article 26 Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings are held once a year within three months after the end of the last fiscal year. Shareholders or executive directors representing more than one-tenth of the voting rights may propose to convene an interim meeting.
Article 27 All shareholders shall be notified three days before the general meeting of shareholders is held. The notice time can be adjusted with the unanimous consent of all shareholders.
Shareholders attending the meeting on schedule or their legal representatives shall be deemed to have received the notice of the meeting. Shareholders may not claim that the procedure of the shareholders' meeting is illegal only on this ground.
Article 28 The shareholders' meeting shall be convened and presided over by the executive director; When the executive director is unable to perform his duties or fails to perform his duties, the executive supervisor shall preside over it; If the executive supervisor is unable to perform his duties or fails to perform his duties, it shall be presided over by the shareholder with the most equity.
Article 29 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their subscribed capital contribution: shareholder votes, shareholder votes and shareholder votes.
Article 30 The resolution of the general meeting of shareholders on the matters discussed must be passed by shareholders representing more than half of the voting rights. However, resolutions on the amendment of the Articles of Association, increase or decrease of registered capital, merger, division, dissolution or change of corporate form of the Company must be passed by shareholders representing more than two thirds of the voting rights.
Chapter VII Executive Directors, Managers and Supervisors Involved in the Model Articles of Association
Article 31 The Company shall have an executive director, who shall be appointed by the shareholders' meeting to perform the duties of chairman.
The term of office of the executive director is three years, and may be re-elected at the expiration of the term.
Article 32 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 the shareholders' meeting.
(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 increasing or decreasing the registered capital of the company;
(seven) to formulate plans for the company's division, merger, dissolution or change of corporate form;
(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;
(eleven) other functions and powers stipulated in the articles of association or granted by the shareholders' meeting.
Article 34 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 preside over the production, operation and management of the company and organize the implementation of the resolutions of the executive directors;
(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 decided by the executive director.
(8) Other powers granted by the shareholders' meeting or the executive director.
Article 35 The Company shall set up a board of supervisors; Supervisors are elected by the shareholders' meeting.
The term of office of the supervisor is three years. Upon expiration of the term of office, you can be re-elected if you are re-elected.
Executive directors and senior managers shall not concurrently serve as supervisors.
Article 36 The board of supervisors shall have a chairman, who shall be elected by the supervisors, and the chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors; When the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the supervisor shall recommend a supervisor to convene and preside over the meeting of the board of supervisors.
Article 37 The Board of Supervisors shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the behavior of middle and senior managers in performing their duties, and put forward suggestions for dismissing middle and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting;
(3) To require directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Propose to convene an extraordinary general meeting of shareholders, and be responsible for convening and presiding over the general meeting of shareholders when the board of directors has no right to do so.
(five) to submit a proposal to the shareholders' meeting;
(6) Other functions and powers stipulated by laws, administrative regulations, articles of association or granted by the shareholders' meeting.
Article 38 The meeting of the Board of Supervisors shall be held at least once a year. An interim meeting of the board of supervisors shall be convened upon the proposal of more than one third of the supervisors.
Article 39 A meeting of the Board of Supervisors shall be held only when more than half of the supervisors are present. Resolutions made by the board of supervisors according to their functions and powers shall be valid only if they are approved by more than half of the supervisors.
Article 40 The voting on resolutions of the Board of Supervisors shall be based on the one-person-one-vote system. The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
Chapter VIII Model Articles of Association for Finance and Accounting of the Company
Article 41 A company shall establish its financial and accounting system in accordance with laws, administrative regulations and the provisions of the financial department of the State Council, and make financial and accounting reports at the end of each fiscal year. Financial and accounting reports shall be sent to shareholders within three months after the end of each fiscal year.
Article 42 When distributing the after-tax profits of the current year, the company shall withdraw 10% of the profits and include it in the statutory common reserve fund of the company. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw any reserve fund from the after-tax profits upon the resolution of the shareholders' meeting.
Dividends shall be distributed in proportion to the paid-in capital contribution of shareholders after the company makes up the losses and withdraws the common reserve fund.
Chapter IX dissolution and liquidation of the company
Article 43 A company may be dissolved under any of the following circumstances:
(1) The business term stipulated in the Articles of Association 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 is dissolved in accordance with Article 183 of the Company Law.
In case of item (1) of the preceding paragraph, the company may survive by amending its articles of association.
Article 44 Where a company is dissolved due to the provisions in Items (1), (2), (4) and (5) of the preceding article, a liquidation group shall be established according to law to carry out liquidation; After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting 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 45 The liquidation group is composed of shareholders, and shall exercise its functions and powers and undertake obligations in accordance with the Company Law and relevant laws and administrative regulations.
Chapter X Supplementary Provisions of the Model Articles of Association
Article 46 The senior management of the company mentioned in the Articles of Association refers to the manager, deputy manager and financial officer of the company; Middle managers refer to office directors, heads of human resources departments and marketing departments.
Article 47 The right to interpret the Articles of Association belongs to the shareholders' meeting. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.
Article 52 As mentioned in the Articles of Association? Above? Includes the number; ? More than half? Not including this number.
Article 53 Where a company modifies its articles of association according to needs or due to changes in its registered items, it shall report the modified articles of association to the original registration authority for the record.
Signature (seal) of all shareholders:
date month year
;