In today's rapidly changing, constantly changing, many times, we will come into contact with the articles of association, which plays a role in ensuring the normal operation of the internal management functions of the organization. How should we draft the articles of association? The following is a sample of the articles of association of the development company that I have compiled for you, hoping to help you.
According to the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations, shareholders Zhang xx, Wang xx and Chen xx made and signed the Articles of Association in xx County Meida Hotel on March 30th, 20xx. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.
Chapter I Company Name and Domicile
Article 1 Company name: xx County xx Real Estate Co., Ltd. (hereinafter referred to as "the Company")
Article 2 Company's domicile: xx market, xx village, xx town, xx county.
Chapter II Business Scope of the Company
Article 3 Business scope of the company: real estate development and operation; Property management.
Article 4 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.
Chapter III Registered Capital and Paid-in Capital of the Company
Article 5 The registered capital of the company is RMB 20 million.
Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; If the capital contribution is made by non-monetary property, the capital contribution shall be made without any guarantee, pledge or mortgage, and the property right transfer formalities have been handled according to law, and the price has been evaluated.
After the capital contribution is made by shareholders, the capital must be verified by a legally established capital verification institution and a certificate must be issued.
Article 6 Where a company increases its registered capital, the shareholders shall apply for registration of change within 30 days from the date of paying the full amount of capital contribution. If the company converts the statutory reserve fund into registered capital, the reserve fund retained by the company shall not be less than 25% of the registered capital of the company before the transfer.
Where a company reduces its registered capital, it shall apply for registration of change after 45 days from the date of announcement, and submit the relevant certificates of the company's announcement of the reduction of registered capital in newspapers and the explanation of the company's debt settlement or debt guarantee.
The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 7 The paid-in capital of the company: 20 million yuan.
The registered capital of the company shall be paid in three installments within two years from the date of establishment of the company.
The initial contribution of shareholders is RMB 20 million, which shall be fully paid before May 30, 201/kloc-0.
Article 8 When the company increases its capital, the shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Where a company changes its registered capital or paid-in capital, it shall register the change with the company registration authority according to law.
Chapter IV Names and Domiciles of Shareholders
Article 9 The names and addresses of shareholders are as follows:
Shareholder: Zhang xx
Domicile:;
ID number:
Shareholder: Wang xx
Domicile:
ID number:
Shareholder: Chen xx
Address: 30 1, Building 5, xxx Garden, XX Road, XX City
Id number: 4xxxxxxxxxxxxxxx6
Chapter V Mode, Amount and Time of Contribution of Shareholders
Article 10 The mode, amount and time of capital contribution of shareholders.
Article 11 Shareholders shall be liable to the Company with the amount of capital contribution they have subscribed. After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
Chapter VI Legal Representative of the Company
Article 12 The chairman of the board shall be the legal representative of the company.
Article 13 The functions and powers of the legal representative of the company are as follows:
(1) Signing relevant documents on behalf of the company;
(2) 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 board of directors afterwards.
Article 14 The board of directors of the company shall dismiss the legal representative of the company in case that he is prohibited from acting as the legal representative by laws, regulations and the State Council regulations or other circumstances.
Where the legal representative of the company changes, it shall go through the registration of change.
Chapter VII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 15 The shareholders' meeting of the company is composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with the provisions of the Company Law.
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 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;
(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.
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 16 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.
Shareholders' meetings are divided into regular meetings and temporary meetings. A regular meeting is held every March. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors and the board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
Article 17 The shareholders' meeting shall be notified to all shareholders before 15. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Shareholders attending the shareholders' meeting may also entrust others to attend the shareholders' meeting in writing and exercise the rights specified in the power of attorney.
Article 18 The shareholders' meeting shall be convened by the board of directors and 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; If the vice chairman 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.
If the board of directors is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors; If the board of supervisors does not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 19 The resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by shareholders representing more than two thirds of the voting rights.
Article 20 The Company shall have a board of directors with five members, who shall be elected by the shareholders' meeting. The term of office of directors is three years. Upon expiration of the term of office, directors may be re-elected.
Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.
(Remarks: For a limited liability company invested and established by two or more state-owned enterprises or other state-owned investors, the members of the board of directors shall include representatives of the employees of the company; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
Article 21 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on 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 the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) 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;
(X) To formulate the basic management system of the company;
(eleven) to elect the chairman and vice chairman.
Article 22 The board of directors shall have a chairman and may have a vice-chairman. The chairman and vice-chairman are elected by the board of directors by more than half of all directors.
Article 23 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 24 The board of directors shall be valid only if more than two thirds of the directors are present. If the director is unable to attend the board meeting in person for some reason, he must entrust others to attend in writing, and the entrusted person shall perform the rights specified in the power of attorney. Decisions made on matters discussed shall be valid only if they are approved by more than two thirds of all directors, and minutes shall be made, and the directors present at the meeting shall sign the minutes.
Article 25 The chairman shall exercise the following functions and powers:
(1) Convene and preside over the board of directors, check the implementation of the board of directors, and report the work to the shareholders' meeting and the board of directors;
(2) Implementing the resolutions of the shareholders' meeting and the board of directors;
(3) exercising the functions and powers of the legal representative as stipulated in the articles of association.
Article 26 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 27 The Company shall have a board of supervisors composed of three persons, two of whom shall be elected by the shareholders' meeting of the Company, and the other shall be a representative of the employees of the Company. Directors and senior managers shall not concurrently serve as supervisors.
(Note: The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. )
Article 28 The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors.
Article 29 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected. Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.
Article 30 The Board of 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) Proposing to convene an extraordinary shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in this Law;
(five) to submit a proposal to the shareholders' meeting;
(6) Other functions and powers as stipulated in the Company Law.
Article 31 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. The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
Article 32 A person shall not be a director, supervisor or senior manager of the company under any of the following circumstances:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disrupting the order of the socialist market economy, 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) If the directors, factory directors and managers of a bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of 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 ordered to close down, and having personal responsibility, it has not been more than three years since the date when 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 at maturity.
If the company elects, appoints directors, supervisors or employs senior management personnel in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
The company shall remove the directors, supervisors and senior managers from their posts under any of the circumstances listed in the first paragraph of this article during their term of office.
Chapter VIII Transfer of Company's Equity
Article 33 Shareholders may transfer all or part of their shares to each other.
In case of laws, regulations, the State Council regulations or other circumstances prohibiting investment, shareholders shall transfer their shares of the company in time.
Shareholders do not need to vote at the shareholders' meeting to transfer their shares to each other.
Article 34 A shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Article 35 After the shareholders transfer their shares according to law, the company shall amend the articles of association and the records of shareholders and their capital contributions in the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Chapter IX Finance, Accounting, Profit Distribution and Labor Employment System
Article 36 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council. The company shall, at the end of each fiscal year, prepare financial and accounting reports in accordance with laws, administrative regulations and the provisions of the financial department of the State Council, and be audited by accounting firms according to law.
The company shall send the financial and accounting report to all shareholders before March 3 1 of the following year.
Article 37 Shareholders shall receive dividends in proportion to their paid-in capital contributions.
When the company distributes the after-tax profit of the current year, it shall withdraw 10% of the profit and include it in 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 statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
Article 38 The company must protect the legitimate rights and interests of employees, sign labor contracts with employees according to law, participate in social insurance, strengthen labor protection and realize safe production.
Companies should take various forms to strengthen employees' vocational education and on-the-job training to improve their quality.
Chapter X' Business Term of the Company'
Article 39 The business term of the company is 30 years, counting from the date when the Business License for Enterprise as a Legal Person is issued.
Article 40 Upon the expiration of the business term, a company can survive by amending its articles of association, but the amendment of the articles of association must be approved by shareholders holding more than two thirds of the voting rights.
When the company extends its business term, it must go through the corresponding change registration procedures.
Chapter II Merger and Division of XI Company
Article 41 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days.
When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
Article 42 When a company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.
The debts before the division of the company shall be jointly and severally liable by the company after the division. However, unless the company and creditors reach a written agreement on debt settlement before division.
Chapter XII dissolution and liquidation of the company
Article 43 The Company is dissolved for the following reasons:
(1) The business term stipulated in the Articles of Association expires;
(2) The shareholders decide to dissolve.
(3) It needs to be dissolved due to company merger;
(4) The business license is revoked, ordered to close or revoked according to law;
(5) The people's court shall be dissolved in accordance with the provisions of the Company Law.
Article 44 If the company is dissolved due to the above reasons, it shall set up a liquidation group within 15 days from the date when the reasons for dissolution appear, and start liquidation. If a liquidation group is not established for liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group for liquidation. The liquidation group of the company is composed of all shareholders or some shareholders designated by the resolution of the shareholders' meeting, and the non-natural person shareholders are members of the liquidation group.
The liquidation group of the company shall, within 10 days from the date of establishment, file the names of the members of the liquidation group and the person in charge of the liquidation group with the company registration authority for the record.
Article 45 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days.
Article 46 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting or the people's court for confirmation.
After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of shareholders' investment.
During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the Company Law.
After clearing up the company's assets, compiling the balance sheet and list of assets, the liquidation group finds that the company's assets are insufficient to pay off debts, and shall apply to the people's court for bankruptcy according to law.
Article 47 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and apply to the original company registration authority for cancellation of registration within 30 days after the liquidation of the company, and announce the termination of the company.
Chapter XIII Other matters that shareholders think need to be specified.
Article 48 A company may invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises.
Article 49 The shareholders, directors, supervisors, managers and legal representatives of a company shall sign (seal) the registration application materials submitted by the company to the registration authority with their real names recorded in their ID cards or household registration books, business licenses or names recorded in other qualification documents.
If the company is punished by the registration authority or suffers other losses due to false signature, seal or other acts of submitting false materials, the person who falsely signs, seals or submits false materials shall be liable for compensation to the company.
Article 50 The revised articles of association submitted by the company to the registration authority may be signed by the legal representative or by all shareholders.
Article 51 Other matters not specified in the Articles of Association shall be governed by the relevant provisions of the Company Law. In case of any conflict between the Articles of Association and laws and regulations, the laws and regulations shall prevail.
supplementary terms
1. The Articles of Association was signed on. It will take effect as of the date of registration with the Municipal Administration for Industry and Commerce.
Two. The Articles of Association shall be signed and sealed by all shareholders for confirmation.
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