The Articles of Association refers to the basic documents formulated by the company according to law, which stipulate the company's name, domicile, business scope, management system and other important matters, and it is also a necessary written document that stipulates the basic rules of the company's organization and activities.
The articles of association is the expression of shareholders' agreement, which stipulates the basic principles of the company's organization and activities, and is the articles of association of the company. Articles of association have the basic characteristics of legitimacy, authenticity, autonomy and openness. The articles of association, like the company law, bear the responsibility of adjusting the company's activities. As the basic principle of the company's organization and behavior, the articles of association are of great significance to the establishment and operation of the company. It is not only the foundation of the company's establishment, but also the soul of the company's survival.
The articles of association, like the company law, bear the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must be considerate and clearly defined when formulating the articles of association, and cannot make various understandings.
1, legality. Legitimacy mainly emphasizes the legal status, main contents, modification procedures and effectiveness of the articles of association, which are mandatory by law and no company may violate. Articles of association is one of the necessary conditions for the establishment of a company. No matter whether a limited liability company or a joint stock limited company is established, all shareholders or promoters must conclude articles of association and submit them to the company registration authority for registration.
2. authenticity. Authenticity mainly emphasizes that the contents recorded in the company's articles of association must be objective and consistent with reality.
3. autonomy. Autonomy of will is mainly reflected in the following aspects: first, the articles of association of the company, as a code of conduct, are formulated by the company itself according to law, not by the state, and are the result of unanimous expression by the company's shareholders; Second, the company's articles of association is a code of conduct outside the law, which is implemented by the company itself and does not need state coercion to ensure its implementation; Third, the articles of association, as the internal regulations of the company, are only effective for the company and related parties, and are not universally binding.
4. openness. Opening up is mainly aimed at joint stock companies. The contents of the company's articles of association should be made public not only to investors, but also to the public including creditors.
1. The most important conditions and documents for establishing a company
The establishment procedure of a company begins with the conclusion of the articles of association and ends with the registration of establishment. China's "Company Law" clearly stipulates that the establishment of articles of association is one of the conditions for the establishment of a company. The examination and approval authority and the registration authority shall examine the articles of association of the company and decide whether to approve or register. The company has no articles of association and cannot be approved for registration.
2. The Articles of Association is the basic legal document to determine the relationship between rights and obligations of the company.
Once the Articles of Association are approved by the relevant departments and approved by the company registration authority, they will become legally effective to the outside world. The company enjoys various rights and undertakes various obligations in accordance with the articles of association, and the behaviors that conform to the articles of association are protected by the state laws; In violation of the articles of association, the relevant authorities have the right to intervene and punish.