What are the model articles of association of the new Company Law?

1. What is the mode of the new company law? I. general principles. Name and domicile of the company. Scope four. Registered capital V. Names of shareholders. Rights and obligations of shareholders. The mode and amount of contribution of shareholders (investors). Conditions for shareholders to transfer their capital contribution. Organization, mode of production, power and rules of procedure of the company. X. Legal Representative of the Company XI. Reasons for dissolution of the company and liquidation methods. Finance and accounting of the company. Supplementary provisions. Chapter I General Provisions Article 1 In order to regulate the company's behavior and protect the legitimate rights and interests of shareholders, the Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC) and relevant laws and regulations, combined with the actual situation of the company. Article 2 Company Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 3 Company Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 4. The company was legally registered in Nayong County Administration for Industry and Commerce and obtained the qualification of enterprise legal person. Article 5 The company is a limited liability company, which carries out independent accounting, operates independently and is responsible for its own profits and losses. Shareholders shall be liable to the Company to the extent of their capital contribution. Article 6 The company shall abide by national laws, regulations and the Articles of Association, safeguard national interests and social interests, and accept the supervision of relevant government departments. Seventh, the company's purpose: to develop local economy. Chapter II Scope of Business Article 8. Scope of business: _ _ _ _ _ _ _ _ _ _. The actual business scope shall be subject to the approval of the industrial and commercial registration authority. Chapter III Registered Capital and Mode of Contribution Article 9 The registered capital of the company is RMB. Article 10: The mode and amount of capital contribution of the company are: name, subscribed capital, paid-in capital, proportion and time (ten thousand yuan) (ten thousand yuan) Article 11: The company shall pay its subscribed capital contribution in full. After the company has paid all its capital contribution, it must be verified by a statutory capital verification institution and issue a certificate. Article 12 Shareholders of the company are free to transfer their capital contributions. Article 13 Shareholders of the company transfer their capital contribution to people other than shareholders: (1) All shareholders must agree; (2) Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer. Chapter IV Shareholders and Shareholders' Meeting Article 14: Shareholders are the investors of the company and enjoy the following rights: (1) They have the right to vote according to their share of capital contribution; (2) Having the right to elect and be elected as directors; (3) To supervise the business, operation and financial management of the company and have the right to consult the minutes of the shareholders' meeting and the financial and accounting reports; (4) Distributing dividends in accordance with laws, regulations and the articles of association; (5) Transferring the capital contribution according to law and giving priority to purchasing the capital contribution transferred by other shareholders of the company; (6) Give priority to subscribe for the newly-increased registered capital of the company; (7) After the termination of the company, distribute the remaining property of the company according to law. Article 15. Shareholders have the following obligations: (1) Pay the subscribed capital contribution; (2) Undertaking the debts of the company according to the subscribed capital contribution; (three) the company shall not withdraw its capital contribution after handling the industrial and commercial registration; (4) Abide by the articles of association. Article 16 The shareholders' meeting of the company is composed of all shareholders and is the authority of the company. Article 17 The shareholders' meeting shall exercise 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 deciding on the remuneration of the executive directors; (3) To examine and approve the annual financial budget and final accounts of the company; (4) Examining and approving the report of the shareholders' meeting; (5) To examine and approve the company's profit distribution plan and loss compensation plan; (6) To make resolutions on the increase or decrease of the registered capital of the company; (7) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders; (eight) to make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company; (9) Amending the Articles of Association. Article 18 The shareholders' meeting shall be held once a year. When major problems occur in the company, shareholders may hold an interim meeting through consultation. Article 19 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. Resolutions on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form, and amendment of the Articles of Association of the Company must be passed by all shareholders. Article 20 The shareholders' meeting shall keep minutes of the resolutions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. Chapter V Shareholders' Meeting Article 21 A company establishes a shareholders' meeting, which is the operating organization of the company. The executive directors and supervisors are elected by the shareholders' meeting. Article 22 The shareholders' meeting shall have one executive director and one supervisor, and the executive chairman shall be the company manager or legal representative. Article 23 The shareholders' meeting shall exercise the following functions and powers: (1) To convene the shareholders' meeting and report its work to the shareholders' meeting; (2) Implementing the relevant resolutions of the shareholders' meeting; (3) To formulate and implement 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; (7) To draft plans for merger, division, change of corporate form and dissolution of the company; (VIII) Deciding on the establishment of the company's internal management organization; (9) To appoint or dismiss the manager of the company, to appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and to decide on the remuneration of the employees of the company; (X) To formulate the basic management system of the company. Article 24. The executive director is _ _ _ _ _ _ _ _ _ _, with a term of three years. Upon expiration of the term of office, the executive director may be re-elected. Before the expiration of the term of office of the executive director, the shareholders' meeting shall not dismiss him without reason. Article 25. The decision of the shareholders' meeting on the matters discussed must be approved by all shareholders. Article 26 The shareholders' meeting shall keep minutes of the matters discussed, and the executive directors or agents present at the meeting shall sign the minutes. Chapter VI Supervisors shall exercise the following functions and powers Article 27 The supervisors of the company are _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Supervisors have the right to check the company's finances; (1) To supervise the behavior of the company's management personnel in performing their duties, and put forward suggestions for the dismissal of shareholders and management personnel who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders' meeting; (two) when the behavior of managers and management personnel damage the interests of the company, to be corrected; (3) Propose to convene an interim shareholders' meeting, and convene and preside over the shareholders' meeting when the executive director fails to perform the duties stipulated in the Articles of Association; (4) To put forward proposals to the shareholders' meeting; (five) in accordance with the provisions of the Company Law, bring a lawsuit against the executive directors and senior managers; Article 28 Other functions and powers. Supervisors may attend shareholders' meetings as nonvoting delegates. (1) 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. (2) The resolution of the board of supervisors must be passed by more than half of the supervisors. (3) The discussion methods and voting procedures of the supervisors. Chapter VII Legal Representative of the Company Article 29 The executive director shall be the legal representative of the company, with a term of office of three years. The legal representative of the company shall be elected or removed by the shareholders' meeting, and may be re-elected at the expiration of his term. Article 30 The executive chairman shall exercise the following functions and powers: (1) Be responsible for convening and presiding over the shareholders' meeting, checking the implementation of the shareholders' meeting, and reporting to the shareholders' meeting and the executive director; (2) Implementing the resolutions of the shareholders' meeting and the board of directors; (3) Sign relevant documents on behalf of the company; (4) Nominate the company manager and submit it to the shareholders' meeting for appointment and removal; (5) In case of emergency such as war and extraordinarily serious natural disasters, exercise special adjudication power and disposal power on the company's affairs, but such adjudication power and disposal power must be in line with the company's interests, and report to the shareholders' meeting and the executive committee afterwards. Article 31 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. Article 32 The company shall send financial and accounting reports to all shareholders on a quarterly basis, and make financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law, and sent to all shareholders within 15 days after completion. Article 33 When distributing the after-tax profits of the current year, the company shall withdraw 10% of the profits and include it in the statutory public welfare fund of the company. Article 34. If the company's statutory reserve fund is insufficient to make up for the company's losses in previous years, the profits of the current year shall be used to make up for the losses before the statutory public welfare fund is withdrawn in accordance with the provisions of the preceding article. Article 35. The remaining profits of the company after making up the losses and drawing the statutory public welfare fund shall be distributed according to the proportion of shareholders' capital contribution. Chapter VIII Measures for Dissolution and Liquidation of Companies Article 36 A company shall be dissolved in any of the following circumstances: (1) The business term expires; (2) The shareholders' meeting resolves to dissolve. (3) It needs to be dissolved due to merger or division; (four) in violation of national laws and administrative regulations, it is ordered to close down according to law; (five) other legal reasons need to be dissolved. Article 37 If the company is dissolved due to the provisions of items (1) and (2) of the preceding article, a liquidation group shall be established within 15 days. The members of the liquidation group shall be decided by the shareholders' meeting; In case of dissolution in accordance with items (4) and (5) of the preceding article, the relevant competent authorities shall organize personnel to set up a liquidation group to carry out liquidation. Article 38. The liquidation group shall conduct liquidation in accordance with national laws and administrative regulations, comprehensively clean up the property, creditor's rights and debts of the enterprise, formulate a liquidation plan, and report it to the shareholders' meeting or relevant supervisors for confirmation. Article 39 After the liquidation, the liquidation group shall submit a liquidation report, prepare income and expenditure statements and various financial account books during the liquidation period, submit them to the shareholders' meeting or relevant supervisors for confirmation, apply to the original industrial and commercial registration authority for cancellation of registration, and announce the termination of the company after approval. Chapter IX Supplementary Provisions Article 40: The Articles of Association shall come into force after being signed and sealed by all shareholders and registered by the company. Amendments to the Articles of Association must be approved by all shareholders. Signature of all shareholders: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _