A one-person limited liability company refers to a limited liability company with only one natural person shareholder or one corporate shareholders. The following is a sample of the articles of association of a one-person sole proprietorship company I shared, and you are welcome to learn from it!
Chapter I General Principles
Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and the Regulations of the People's Republic of China on the Administration of Company Registration (hereinafter referred to as the Company Law) and the provisions of relevant laws and regulations, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 2 Where the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail. Matters not covered in the Articles of Association shall be governed by the Company Law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Chapter II Company Name and Domicile
Article 3 Company name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4 Domicile: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Chapter III Business Scope of the Company
Article 5 The business scope of the company (note: fill in according to the actual situation): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Chapter IV Registered Capital of the Company, Names of Shareholders, Mode and Amount of Contribution
Article 6 The registered capital of the company is RMB yuan (note: the minimum amount is RMB100000 yuan).
Where a company reduces its registered capital, it shall notify its creditors within 10 days from the date of making the resolution and make an announcement in the newspaper within 30 days. The registered capital of the company after capital reduction shall not be lower than the minimum registered capital of a legal one-person limited liability company.
Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Article 7 The name, amount and mode of contribution of shareholders are as follows:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (in which: the monetary contribution is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _; The contribution in kind is RMB _ _ _ _ _ _ _.
Shareholders shall pay the capital contribution stipulated in the Articles of Association in full at one time, which shall be verified by a legally established capital verification institution and issued with a certificate.
Article 8 Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. (Note: The monetary contribution of shareholders shall not be less than 30% of the registered capital).
Chapter V Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 9 There is no shareholders' meeting in the company. When a shareholder makes the following decisions listed in the first paragraph of Article 38 of the Company Law, it shall be made in writing, signed by the shareholder and kept in the company:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors (or executive directors);
(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.
Article 10 The Company shall have a board of directors (or executive director) with _ _ _ members, which shall be decided by the shareholders in writing. The term of office of directors is _ _ _ _ _ _ _ years (note: no more than three years). Upon expiration of the term of office, directors may be re-elected.
Article 11 The board of directors (or executive director) shall exercise the following functions and powers:
(1) Implementing the decisions of shareholders.
(2) Examining and approving the company's business plan and investment plan;
(3) To formulate the company's annual financial budget and final accounts;
(4) To formulate the company's profit distribution plan and loss compensation plan;
(5) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(six) to formulate plans for the merger, division, change of corporate form and dissolution of the company;
(VII) Deciding on the establishment of the company's internal management organization;
(VIII) 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;
(9) To formulate the basic management system of the company.
Article 12 The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors.
Article 13 Discussion methods and voting procedures of the board of directors: resolutions of the board of directors can only be made with the consent of more than half of the directors, and the board of directors shall keep minutes of decisions on matters discussed, and the directors present at the meeting shall sign the minutes; When convening a board meeting, all directors shall be notified ten days before the meeting; The board of directors decided to implement the one-person-one-vote system.
Article 14 The Company shall have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors 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 board of 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 board of directors;
(8) Other powers granted by the board of directors.
The manager attended the board meeting.
Article 15 The Company shall have a board of supervisors with members and a chairman, who shall be elected by more than half of all supervisors. The ratio of shareholders' representative supervisors to employees' representative supervisors in the board of supervisors is _ _ _ _ _ _ _ _ _ (Note: it shall be determined by shareholders themselves, but the ratio of employees' representatives shall not be less than one third).
The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re-elected (note: the company may also have one or two supervisors).
Article 16 The board of supervisors or supervisors shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of directors and senior managers in performing the duties of the Company, and put forward suggestions for the removal of directors 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 correct their actions when they harm the interests of the company;
(4) To institute legal proceedings against directors and senior managers in accordance with Article 152 of the Company Law.
Supervisors may attend board meetings as nonvoting delegates.
Article 17 The board of supervisors shall meet at least once a year, and the supervisor may propose to convene an interim meeting of the board of supervisors.
Article 18 The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Chapter VI Legal Representative of the Company
Article 19 The chairman of the board of directors is the legal representative of the company (note: he may concurrently serve as an executive director or manager). The term of office is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ years.
Chapter VII Company Finance and Accounting
Article 20 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.
The company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by accounting firms according to law. The financial accounting report shall include the following financial accounting reports and schedules:
(1) Balance sheet;
(2) Income statement;
(3) Statement of changes in financial position;
(4) Statement of financial position;
(5) Statement of profit distribution.
Shareholders who cannot prove that the company's property is independent of their own property are jointly and severally liable for the company's debts.
When the company distributes the after-tax profits of the current year, it shall include 10% of the profits in the company's statutory reserve fund. If the company's statutory reserve fund accounts for more than 50% of the company's registered capital, it may not be withdrawn.
The company's provident fund is used to make up the company's losses, expand the company's production and operation, or increase the company's capital. When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the transfer.
In addition to the statutory accounting books, the company may not set up other accounting books. No account shall be opened for the company's assets in the name of any individual.
Chapter VIII Other Matters Required by Shareholders
Article 21 The business term of the company is _ _ _ _ _ years, counting from the date when the company's business license is issued.
Article 22 Under any of the following circumstances, the liquidation group of the company shall apply to the original company registration authority for cancellation of registration within 30 days after the liquidation of the company is completed:
(1) The company is declared bankrupt according to law.
(2) The business term specified in the articles of association expires or other reasons for dissolution specified in the articles of association occur, except that the company survives by amending the articles of association;
(3) The shareholders decide to dissolve.
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court is dissolved according to law;
(6) Other circumstances of dissolution as stipulated by laws and administrative regulations.
(Note: In addition to the above clauses, shareholders may list other contents that they think need to be recorded according to the relevant provisions of the Company Law).
Chapter IX Supplementary Provisions
Article 23 The registered items of a company shall be subject to the approval of the company registration authority.
Article 24 The Articles of Association is made in _ _ _ _ _ _ _ _ _, and one copy shall be submitted to the company registration authority.
Signature and official seal of shareholders: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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