In today's social life, the use frequency of articles of association is increasing gradually, and articles of association are normative documents that act on the organization. You had no idea when drafting the articles of association? The following are my printed articles of association and templates. Welcome to read the collection.
To print the articles of association stamped with the official seal of the Industrial and Commercial Bureau, you need to bring the following materials:
Company staff can consult and copy the company registration files (including the company's articles of association) with the business license (original), company introduction letter and my ID card (work permit); The legal representative and shareholders can consult and copy the company registration files with their ID cards. (The above reproduced materials are stamped with the seal of the Industrial and Commercial Bureau)
Model articles of association
I. General principles
Article 1 The Articles of Association of the Company are formulated in accordance with the Company Law of People's Republic of China (PRC), the Regulations of the People's Republic of China on the Administration of Company Registration and relevant laws and regulations. The articles of association are binding on the shareholders, directors, supervisors and managers of the company.
Article 2 A company shall be established after being approved and registered by the company registration authority and obtaining the Business License of Enterprise as a Legal Person.
2. Name and domicile of the company
Article 3 Company name: _ _ _ Co., Ltd. (subject to the pre-approved registered name)
Article 4 Company's domicile:No. _ _ _ _ _ _ _
Three. Business scope of the company
Article 5 Business scope of the company: (including the mode of operation).
Four. Registered capital of the company
Article 6 The registered capital of the company is the capital contribution of all shareholders, RMB 1 ten thousand yuan. (reaching the statutory minimum registered capital)
Article 7 The increase or decrease of the registered capital of a company must be unanimously approved by shareholders representing more than two thirds of the voting rights. The proportion and extent of increase and decrease must comply with the relevant laws and regulations of the state and shall not affect the survival of the company.
Verb (abbreviation for verb) The name of the company's shareholders.
Article 8 All shareholders who hold the capital contribution certificate issued by the company are legal persons, and the legal representative or agent of the legal person exercises the rights of shareholders on behalf of the legal person.
Article 9 The registered shareholders of the Company are * * *, all of whom are corporate shareholders.
Directory of shareholders:
(1) corporate shareholders:
1. Legal person name: _ _ _ _ _ _ _
Address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
Subscribed contribution: _ _ _ _ _ _ _ ten thousand yuan, accounting for _ _ _% of the registered capital of the company.
Mode of contribution: _ _ _ _ _ _ _ _ (cash, in kind or other)
Subscription time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2、……………………………………
Article 10 A company shall keep a register of shareholders, which shall 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.
Rights and obligations of shareholders of intransitive verbs
Article 11 Shareholders of the Company shall enjoy the following rights:
1. Attend the shareholders' meeting and exercise voting rights in proportion to the capital contribution;
2. Distribute company dividends according to the proportion of capital contribution;
3. Have the right to inquire about the articles of association, minutes of shareholders' meeting and financial accounting statements;
4. When the company increases its capital, it can give priority to subscribed capital contribution;
5. Transfer capital contribution according to regulations;
6. Under the same conditions, other shareholders have the priority to transfer their capital contribution;
7. When the company is dissolved and liquidated, it has the right to distribute the remaining property in proportion to its capital contribution;
Article 12 Shareholders of the Company shall undertake the following obligations:
1. Abide by the Articles of Association;
2. Pay the subscribed capital contribution in full and on schedule;
3. Be responsible for the company to the extent of its capital contribution;
4. The capital contribution can only be transferred according to the regulations, and it is not allowed to withdraw shares;
5. Have the responsibility to safeguard the legitimate rights and interests of the company and shall not participate in activities that endanger the interests of the company;
6. After the company is registered, it shall not withdraw its capital contribution;
7. After the establishment of the company, if it is found that the actual price of the physical objects, industrial property rights, non-patented technologies and land use rights contributed is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference, and other shareholders at the time of the establishment of the company shall be jointly and severally liable for it.
Seven. Mode and amount of contribution of shareholders (contributors)
Article 13 The amount of capital contribution subscribed by investors in currency. (The amount of capital contribution subscribed in kind, industrial property rights, non-patented technology and land use rights shall be submitted with corresponding certificates, which shall be evaluated and converted into RMB with the consent of other shareholders, and the property right transfer formalities shall be handled according to law within 6 months after the establishment of the company, and indicated on the capital contribution certificate. )
Article 14 An investor shall pay the capital contribution in full before _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 15 After all investors have contributed their capital, they shall be verified by an accounting firm, issue a capital verification report and be registered by the company registration authority. The company will issue a capital contribution certificate to the investor, and the investor will become a shareholder of the company.
Eight. Conditions for shareholders to transfer their capital contribution
Article 16 Shareholders may transfer all or part of their capital contributions to each other.
Article 17 When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders. 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.
Article 18 Under the same conditions, other shareholders have the priority to purchase the capital contribution transferred with the consent of the shareholders' general meeting.
Article 19 After a shareholder transfers his capital contribution according to law, the company shall record the transferee's name, domicile and the transferred capital contribution in the register of shareholders.
IX. Organization of the Company, its formation method, functions and powers and rules of procedure.
(1) Shareholders' meeting
Article 20 The shareholders' meeting is the authority of the company. The shareholders' meeting consists of all registered shareholders of the company. List of members of the general meeting of shareholders: _ _ _ _ _ _ _ _ _ _ _ _.
Article 21 The shareholders' meeting of the company shall exercise the following functions and powers according to law:
1, to decide the company's business policy and investment plan;
2. Elect and replace directors and decide on their remuneration;
3. Elect and replace supervisors appointed by shareholders' representatives, and decide on the remuneration of supervisors;
4. Review and approve the report of the board of directors;
5. Review and approve the report of the supervisor or the board of supervisors;
6. To review and approve the company's annual financial budget and final accounts;
7. Review and approve the profit distribution plan and loss recovery plan of the company;
8. To make resolutions on increasing or decreasing the registered capital of the company;
9. To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
1 1. To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
12. authorize the board of directors to make resolutions on the establishment of branches;
13. Amend the Articles of Association
Article 22 Shareholders' meetings are divided into annual shareholders' meetings and interim shareholders' meetings. The annual meeting is held once a year, within 2 months after the end of the fiscal year. The board of directors proposed to hold an interim meeting. In any of the following circumstances, an interim meeting shall be held: when shareholders representing more than 65,438+0/4 voting rights or directors and supervisors over 65,438+0/3 propose to hold an interim meeting, the interim shareholders' meeting shall not make resolutions on matters not specified in the notice.
Article 23 The shareholders' meeting shall be convened by the board of directors (the first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution), and the board of directors shall notify all shareholders in writing before the meeting 15. The notice shall specify the reasons, meeting place, meeting date and other matters.
Article 24 The shareholders' meeting shall be presided over by the chairman; When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; When Chairman Fu is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
Article 25 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 26 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions shall be attended by shareholders representing more than 2/3 of the voting rights of the company and passed by shareholders representing more than 1/2 of the voting rights.
The special resolution shall be attended by shareholders representing more than three-fourths of the voting rights of the company and passed by shareholders representing more than two-thirds of the voting rights.
Article 27 The following resolutions shall be adopted by special resolutions:
1, increase or decrease the registered capital;
2. Merger, division, termination and liquidation of the company, change of company form and establishment of branches;
3. Amend the Articles of Association.
Article 28 If the meeting is not in conformity with Article 26, the meeting shall be postponed for 65,438+00 days, and a notice shall be issued to the shareholders who are not present again. If the extension fails to meet the requirements, it shall be regarded as an effective amount, and the resolution made shall be valid according to the actual voting rights of shareholders present reaching the voting proportion of Article 26.
Article 29 The shareholders' meeting shall make minutes, which shall be signed by the shareholders' representatives present at the meeting and filed by the company.
(2) Board of Directors
Article 30 A company shall set up a board of directors, which is the permanent executive body of the company's shareholders' meeting and is responsible to the shareholders' meeting.
The board of directors is composed of _ _ _ _ _ _ _ directors, with one chairman and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The list of members of the Board of Directors is as follows:
Chairman:
Vice chairman:
Director: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 31 The directors shall be elected by the general meeting of shareholders.
Article 32 The chairman and vice-chairman shall be elected by more than half of the directors.
Article 33 The term of office of a director is three years. Upon expiration of the term of office, he may be re-elected. In order to maintain the continuity of the company's business activities, the number of directors who change each time shall not be higher than one third of the total number of directors. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
Article 34 The board of directors shall be convened once every six months and shall be 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 Chairman Fu is unable to perform his duties or fails to perform his duties, a director nominated by more than half of the directors shall convene and preside over the meeting. The convener shall notify all directors in writing ten days before the meeting. Upon the proposal of 1/3 or more directors, a special meeting of the board of directors shall be held. The board of directors decided to implement the one-person-one-vote system. The resolution of the board of directors must be passed by more than half of the directors.
Article 35 The board of directors shall exercise the following functions and powers:
1. Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
2. Implement the resolutions of the shareholders' meeting;
3. Decide on the company's business plan and investment plan;
4. Formulate the company's annual budget plan and final accounts plan;
5. 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 formulate plans for merger, division, change of corporate form, establishment of branches and dissolution of the company;
8. Decide on the establishment of the company's internal management organization;
9. Appoint and dismiss the company manager, appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the company manager, and decide on their remuneration;
10, formulate the basic management system of the company;
1 1. Other powers granted by the shareholders' meeting.
Items 3, 4, 5, 6, 7 and 9 must be approved by more than two thirds of the directors, and the rest must be approved by more than half of the directors.
Article 36 The meeting of the board of directors shall be recorded and signed by the directors present.
Article 37 The functions and powers of the chairman:
1, to convene and preside over the shareholders' meeting and the board of directors;
2. Check the implementation of the resolutions of the board of directors;
3. Sign the capital contribution certificate;
(3) Board of Supervisors
Article 38 The Board of Supervisors is the permanent supervisory body of the company, which supervises the board of directors, directors and senior staff of the company.
Article 39 There are three members of the Board of Supervisors, with a term of three years. At the expiration of the term, they may be re-elected. Among them, 2 members were elected by the shareholders' meeting, 1 employee representatives were elected, and the employee representatives in the board of supervisors were elected by the employees of the company. (Directors, managers and financial officers of the company shall not serve as supervisors)
The convener of the supervisor is elected with the consent of the board of supervisors.
Members of the current Board of Supervisors: 3 persons, of whom _ _ _ _ _ is the convener of the Board of Supervisors.
Article 40 The board of supervisors or supervisors shall exercise the following functions and powers:
1, check the company's finances;
2. To supervise the acts of directors and managers in violation of laws, regulations and articles of association when performing official duties;
3. When the actions of directors and managers harm the interests of the company, require directors and managers to correct them;
4. Propose to convene an extraordinary general meeting of shareholders;
Article 41 Rules of procedure of the Board of Supervisors: The resolution of the Board of Supervisors shall be valid only with the consent of more than two thirds of the supervisors.
(4) Managers and other senior staff of the company.
Article 42 The day-to-day business activities of the company shall be the responsibility of the company manager authorized by the board of directors.
The manager of the company is appointed and removed by the board of directors. Senior staff of the company, such as deputy managers and financial personnel, are nominated by the company manager and appointed or dismissed by the board of directors.
Article 43 The manager shall be responsible to the board of directors and exercise the following powers:
1. Preside over the daily production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
2. Organize the implementation of the company's annual business plan and investment plan;
3. Draw up the establishment plan of the company's internal management organization;
4. Formulate the basic management system of the company;
5. Formulate specific rules of the company;
6. To propose the appointment or dismissal of the company's deputy manager and financial controller;
7. To appoint or dismiss other management personnel except those who should be appointed or dismissed by the board of directors;
8. Attend board meetings as representatives without voting rights;
Article 44 The following persons shall not serve as directors, supervisors or managers of the company:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to punishment for committing the crime of bribery, embezzlement, misappropriation of property or disrupting social and economic order, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;
(3) Having served as a director, factory director or manager of a company or enterprise that went bankrupt and liquidated due to poor management, and being personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the completion of the bankruptcy liquidation of the company or enterprise;
(4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law, and being personally liable, it has not been more than three years since the business license of the company or enterprise was revoked;
(five) a large amount of debt owed by an individual has not been paid off due;
(6) National civil servants, soldiers, judges, prosecutors, police, etc.
If the company elects or appoints directors, supervisors or managers in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
Article 45 Directors, supervisors and managers shall undertake the following obligations:
1. Directors, supervisors and managers shall abide by the Articles of Association, faithfully perform their duties and safeguard the interests of the company, and shall not use their position and authority in the company for personal gain.
2. Directors, supervisors and managers shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
3. Directors, supervisors and managers shall not misappropriate company funds or lend company funds to others.
4. Directors, supervisors and managers are not allowed to open accounts for the company's property in their own names or in the names of other individuals.
5. Directors, supervisors and managers shall not guarantee the debts of shareholders or other individuals of the company with the assets of the company.
6. Directors, supervisors and managers shall not engage in the same business as the company in which they work or engage in activities that harm the interests of the company. The income from the above business or activities shall be owned by the company.
7. Directors, supervisors and managers shall not enter into contracts or conduct transactions with the company except as stipulated in the articles of association or decided by the shareholders' meeting.
8. Directors, supervisors and managers shall not disclose company secrets except in accordance with the law or with the consent of shareholders.
9. Directors, supervisors and managers who violate laws, administrative regulations or the company's articles of association when performing their duties shall be liable for compensation.
Article 46 The manager and other senior staff of the company shall not violate the resolutions of the shareholders' meeting and the board of directors, and shall not exceed the authorization of the board of directors. If losses are caused to the company, it shall be liable for compensation.
Article 47 The manager of the company and other senior staff appointed by the board of directors shall report to the board of directors 30 days in advance, and the board of directors shall make a resolution within 10 days after receiving the application, allowing the senior staff who request to resign after 10 days, and the senior staff of the company must continue to perform their duties before approving their resignation. Anyone who violates the provisions of this article and causes losses to the company shall be liable for compensation.
X. legal representative of the company
Article 48 The legal representative of the company is the chairman of the company. The legal representative participates in civil litigation activities on behalf of the company. The legal representative should fully safeguard the interests of the company.
The current legal representative is:
XI。 Reasons for dissolution of the company and liquidation methods
Article 49 The term of operation of the Company shall be perpetual existence.
Article 50 The Company shall be dissolved under the following circumstances:
1. When the business term stipulated in the Articles of Association expires, the shareholders' meeting considers that it no longer exists;
2. Dissolution due to merger or division;
3. When the number of shareholders or registered capital cannot meet the requirements of the Company Law;
4. Being declared bankrupt due to insolvency;
5, in violation of laws and regulations, endangering the public interest of * * *, revoked by law enforcement departments;
6. The shareholders' meeting decided to dissolve by special resolution;
Article 51 If the company is dissolved in accordance with the provisions of items 1, 2, 3 and 6 of the preceding article, a liquidation group shall be established within 15 days, and the liquidation group shall be composed of shareholders (the creditor representatives of the company may participate in the liquidation group).
Article 52 The creditors shall be notified within 65,438+00 days after the establishment of the liquidation group of the company, and shall make three announcements in the newspaper within 60 days, and the creditors shall declare their claims to the liquidation group within 90 days.
Article 53 The liquidation group shall exercise the following functions and powers during the liquidation period:
1. Clean up the company's property and prepare the balance sheet and property list;
2. Notify and announce creditors;
3. Deal with the unfinished business of the company related to liquidation;
4. Pay the taxes owed;
5. Clean up creditor's rights and debts;
6. Dispose of the company's remaining property after paying off debts;
7. Participate in civil litigation activities on behalf of the company;
Article 54 The liquidation group shall not liquidate the company's creditors during the reporting period of the company's creditor's rights, but it cannot exempt the company from the liability for damages caused by the delayed liquidation.
Article 55 During the liquidation period, the company shall not carry out new business activities.
Article 56 When the liquidation group finds that the company's assets are insufficient to pay off debts, it must immediately stop liquidation and declare bankruptcy to the people's court in accordance with relevant procedures.
Article 57 The termination of a company in accordance with the provisions of Items 4 and 5 of Article 50 of this Law shall be handled by the people's court in accordance with bankruptcy procedures.
Article 58 After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.
Article 59 The liquidation expenses of the company's property shall be paid off first, and the rest shall be paid off in the following order:
1, salary, bonus and labor insurance expenses;
2. taxation;
3. Corporate debt.
Article 60 After the company has paid off its debts, it will distribute the remaining property in proportion to the shareholders' investment.
Article 61 After the liquidation, the liquidation group shall submit the liquidation report, prepare the income and expenditure statements and various financial accounts during the liquidation period, go through the cancellation procedures with the original registration authority, and announce the termination of the company.
Twelve. Corporate finance and accounting
Article 62 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 63 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law.
The financial accounting report shall include the following financial accounting statements 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.
Article 64 The company shall send the financial accounting report to all shareholders within 30 days after the end of the fiscal year.
Article 65 When distributing the after-tax profits of the current year, the company shall allocate 65,438+00% of the profits to the company's statutory reserve fund. 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 company's statutory reserve fund is insufficient to make up for the company's losses in previous years, it shall use the profits of the current year to make up for the losses before drawing the statutory reserve fund in accordance with regulations.
After the company withdraws the statutory reserve fund from the after-tax profits, it may withdraw any reserve fund upon the resolution of the shareholders' meeting.
The remaining profits of the company after making up losses and withdrawing common reserve fund shall be distributed according to the proportion of shareholders' capital contribution.
If the shareholders' meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up the losses and withdraws the statutory reserve fund, the profits distributed in violation of the provisions must be returned to the company.
Article 66 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital.
Article 67 A company shall not set up other accounting books besides the statutory accounting books.
No account shall be opened for the company's assets in the name of any individual.
Thirteen. supplementary terms
Article 68 The Articles of Association shall come into effect after being registered by the company registration authority.
Article 69 If the articles of association are amended according to legal procedures and do not involve registered items, the company shall submit the revised articles of association or amendments to the articles of association to the company registration authority for the record; Where the registered items change, it shall apply to the company registration authority for registration of change.
Article 70 The date of conclusion of the Articles of Association is _ _ _ _ _ _ _ _.
All shareholders (signature and seal): _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
;