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.
There are five basic seals of a company, namely, official seal, corporate seal, financial seal, special seal for invoices and contract seal. In addition to the corporate chapter, the other four chapters need to be filed with the relevant industry and commerce, public security, bank, tax bureau and so on. Or keep it for storage.
Requirements for formulating articles of association:
1 The Articles of Association shall be formulated according to the characteristics and needs of the company. No country in the world has the same constitution as another country;
2. The articles of association should be formulated according to the characteristics of shareholders and the shareholding ratio, which is also the process of determining shareholders' rights in the company's business decisions in the future;
3. The Articles of Association shall be formulated according to the industry characteristics and operating mechanism of the company. Different industries have different requirements for decision-making and implementation.
4. The articles of association shall be detailed, clear and operable. The company law stipulates the necessary contents of the articles of association.
Article 12 of the Company Law of People's Republic of China (PRC) The business scope of the company shall be stipulated in the articles of association and registered according to law. A company may amend its articles of association and change its business scope, but it shall register the change.
Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.
Article 20 Shareholders of a company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Article 25 The articles of association of a limited liability company shall specify the following items:
(1) Name and domicile of the company;
(2) The business scope of the company;
(3) The registered capital of the company.
(4) Names of shareholders.
(5) The mode, amount and time of contribution by shareholders.
(6) The organizational structure of the company, its methods of formation, powers and rules of procedure;
(7) The legal representative of the company;
(eight) other matters that need to be stipulated by the shareholders' meeting.
Shareholders shall sign and seal the articles of association.