Can the articles of association be printed in the industrial and commercial bureau? How to write the model articles of association
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 20 17
Chapter I General Provisions
Article 1 Purpose of the Company: By setting up a company organization form, shareholders will raise funds, establish a new operating mechanism, and contribute to the revitalization of the economy. The Articles of Association are formulated in accordance with the Company Law of People's Republic of China (PRC) and the Regulations of the People's Republic of China on the Administration of Company Registration.
Article 2 Company name: * * * Co., Ltd.
Article 3 Company's domicile: * * *
Article 4 The company is established by two shareholders, who are liable to the company to the extent of their subscribed capital contributions; The company is liable for its debts with all its assets. The company enjoys all the legal person property rights formed by shareholders' investment, enjoys civil rights according to law, bears civil liabilities and has the qualification of enterprise legal person.
Name of shareholder (name) Certificate number (ID number)
A * * * * * * * * * * * * * * * * * * * * *
B * * * * * * * * * * * * * * * * * * * * * *
Article 5 Business scope: Engaged in the production and publication of all kinds of advertisements. (If it involves a business license, it shall be operated with a license)
Article 6 Operating period: 20 years. The date of issuance of the business license of the company is the date of establishment of the company.
Chapter ii registered capital, subscribed capital and paid-in capital
Article 7 The registered capital of the company is RMB 200,000.00 Yuan, and the paid-in capital is RMB 200,000.00 Yuan. The registered capital of the company is the capital contribution subscribed by all shareholders registered in the company registration authority according to law, and the paid-in capital of the company is the capital contribution actually delivered by all shareholders and registered in the company registration authority according to law.
Article 8 List of shareholders, subscribed capital contribution, paid-in capital contribution, capital contribution method and time.
Subscription and paid-in of shareholder's name (name)
Subscription amount, mode of investment, subscription period, paid-in amount, mode of investment and time of investment.
Physical currency. Physical currency.
first
second
Article 9 The registered capital of a company subscribed by each shareholder shall be verified by an accounting firm before applying for company registration.
Article 10 After the company is registered, it shall issue a capital contribution certificate to the shareholders. The capital contribution certificate shall specify the name of the company, the date of establishment, the registered capital of the company, the names of shareholders, the amount and date of capital contribution, and the number and date of the capital contribution certificate. The capital contribution certificate shall be sealed by the company. The capital contribution certificate is made in duplicate, one for the shareholder and one for the company. If the capital contribution certificate is lost, it shall be immediately reported to the company for cancellation, and shall be reissued after being reviewed by the legal representative of the company.
Article 11 A company shall set up a register of shareholders, which shall record the names, domiciles, capital contribution and the number of the capital contribution certificate of the shareholders.
Chapter III Rights and Obligations of Shareholders and Conditions for Transfer of Capital Contribution
Article 12 Shareholders, as investors, shall enjoy the owner's rights to benefit from assets, make major decisions and choose managers in proportion to their capital contributions, and bear corresponding obligations.
Article 13 Rights of shareholders:
1. Attend the shareholders' meeting and enjoy the right to vote in proportion to the capital contribution;
2. Shareholders have the right to consult the minutes of shareholders' meetings and the company's financial and accounting reports;
3. Elect and be elected as the executive director or supervisor of the company;
4. Shareholders shall receive dividends in proportion to their capital contribution. When the company increases its capital, shareholders can give priority to the capital contribution in proportion to the capital contribution;
5. When the company increases its capital or other shareholders transfer, it has the preemptive right;
Six, after the termination of the company, the remaining property of the company shall be divided according to law.
Article 14 Obligations of shareholders:
1. Pay their respective subscribed capital contributions in full and on time;
2. Undertake the company's debts to the extent of the subscribed capital contribution;
Three, the company shall not withdraw its capital contribution after industrial and commercial registration;
Four. Abide by the provisions of the Articles of Association;
Article 15 Transfer of capital contribution:
1. Shareholders may transfer all or part of their capital contributions to each other;
2. When a shareholder transfers his capital contribution to a person other than the shareholder, it must 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, the 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. With the consent of shareholders, under the same conditions, other shareholders have the preemptive right to the transferred capital contribution. 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.
Three. After the shareholders transfer their capital contribution according to law, the company shall record the name and domicile of the transferee and the amount of the transferred capital contribution in the register of shareholders.
Chapter IV Qualifications and Obligations of the Company's Institutions and Senior Managers
Article 16 In order to ensure the smooth and normal development of the company's production and operation activities, the company has a shareholders' meeting, an executive director and a supervisor who are responsible for the planning, organization, leadership, coordination and supervision of the company's production and operation activities.
Article 17 The company has a manager, a business department, a finance department and other specific agencies, which are respectively responsible for handling the daily specific affairs in the company's production and business activities.
Article 18 The executive directors, supervisors and managers shall abide by the Articles of Association, the Company Law of People's Republic of China (PRC) and other relevant state laws.
Article 19 When studying and deciding on issues such as wages, welfare, production safety, labor protection and labor insurance, the company shall listen to the opinions of the company's trade unions and employees in advance, and invite representatives of the trade unions or employees to attend relevant meetings as nonvoting delegates.
Article 20 The company shall listen to the opinions and suggestions of the company's trade unions and employees when studying and deciding on major issues of production and operation and formulating important rules and regulations.
Article 21 A person under any of the following circumstances may not serve as an executive director, supervisor or manager of the company:
1. Persons without or with limited capacity for civil conduct;
Two, because of the crime of corruption, bribery, embezzlement, misappropriation of property or the crime of disrupting social and economic order; Be sentenced to criminal punishment, the execution period is less than five years, or be deprived of political rights for committing a crime. The implementation period is less than five years.
3. Being a director, factory director or manager of a company (enterprise) that went bankrupt due to poor management, and being personally responsible for the bankruptcy of the company (enterprise), less than three years have passed since the date of completion of the bankruptcy liquidation of the company (enterprise);
4. Being the legal representative of a company (enterprise) whose business license has been revoked due to violation of law, and having personal responsibility, it has not been more than three years since the date when the business license of the company (enterprise) has been revoked;
5. Individuals with a large number of outstanding debts due.
If the company elects, appoints an executive director, supervisor or appoints a manager in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid.
Article 22 State civil servants shall not concurrently serve as executive directors, supervisors and managers of a company.
Article 23 The executive directors, supervisors and managers shall abide by the articles of association of the company, 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. The executive 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.
Article 24 The executive director and manager shall not misappropriate company funds or lend company funds to units or individuals unrelated to the company's business.
The executive director and manager shall not open an account for the company's funds in their own names or in the names of other individuals, nor shall they invest the company's funds in overseas units in their own names.
The executive director and manager shall not guarantee the debts of the shareholders or other individuals of the company with the assets of the company.
Article 25 The executive director and manager shall not engage in the same or similar projects with their company or for others, and shall not engage in activities that harm the interests of the company. The income from engaging in the above business or activities shall be owned by the company.
Chapter V General Meeting of Shareholders
Article 26 The Company shall set up a shareholders' meeting. The shareholders' meeting is composed of all shareholders of the company and is the highest authority of the company. Shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution. Shareholders attending the shareholders' meeting must account for more than half of all shareholders' voting rights before the shareholders' meeting can be held. The first shareholders' meeting shall be convened by the shareholders with the largest capital contribution, and the shareholders' meeting shall be convened and presided over by the executive director.
Article 27 The shareholders' meeting shall exercise the following functions and powers:
1. Decide on the company's business policy and investment plan;
2. Elect and replace the executive director and decide on the remuneration of the executive director;
3. Elect and replace supervisors who are not staff representatives, and decide on the remuneration of supervisors;
4. Review and approve the report of the executive director or the report of the supervisor;
Verb (abbreviation of verb) to examine and approve the company's annual financial budget, final accounts, profit distribution and loss compensation plan;
The intransitive verb makes a resolution to increase or decrease the registered capital of the company;
Seven. To make resolutions on the division, merger, dissolution, liquidation or change of corporate form of the company;
Eight. Amend the Articles of Association;
9. To appoint or dismiss the company manager;
X. Make resolutions on the issuance of corporate bonds;
Xi。 Other functions and powers as stipulated in the Articles of Association.
Shareholders' meetings are divided into regular meetings and temporary meetings. The shareholders' meeting shall be held regularly every six months, and shall be convened and presided over by the executive director. If the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the supervisor; If the supervisor fails to 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. When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
(1) The shareholders' meeting shall make resolutions on the matters discussed. Resolutions made by shareholders to amend the Articles of Association, increase or decrease the registered capital, split, merge, dissolve or change the corporate form must be passed by shareholders representing more than two thirds of the voting rights;
(2) The shareholders' meeting shall keep minutes of the matters discussed. Shareholders present at the meeting shall sign the minutes of the meeting, which shall be kept as company files for a long time.
Chapter VI Executive Directors, Managers and Supervisors
Article 28 The company has no board of directors but only one director. The executive director shall be elected with the consent of shareholders representing more than two thirds of the voting rights in the shareholders' meeting.
Article 29 The executive director is the legal representative of the company.
Article 30 The executive director shall be responsible to the shareholders' meeting and exercise the following powers:
1. Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
2. Implement the resolutions of the shareholders' meeting and formulate detailed implementation rules;
3. To formulate the company's business plan and investment plan;
Four. To draft the company's annual financial budget, final accounts plan, profit distribution plan and loss compensation plan;
Verb (abbreviation of verb) to formulate plans for the company to increase or decrease its registered capital, split up, change its corporate form, dissolve and set up branches;
Intransitive verbs determine the establishment of the company's internal management organization, the generation and remuneration of managers;
Seven, according to the nomination of the manager, the appointment or dismissal of the company's deputy manager, financial officer, and decide on their remuneration;
Eight, formulate the basic management system of the company.
Article 31 The term of office of the executive director is three years, and he 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 32 The manager of the company shall be appointed or dismissed by shareholders representing more than two thirds of the voting rights in the shareholders' meeting. The manager shall be responsible to the shareholders' meeting and exercise the following powers:
I. Preside over the production, operation and management of the Company, organize the implementation of the resolutions of the shareholders' meeting, and organize the implementation of the annual business plan and investment plan of the Company.
2. Draw up the establishment plan of the company's internal management organization.
Three. Formulate the basic management system of the company.
Fourth, formulate specific rules of the company.
Verb (abbreviation of verb) nominates the appointment or dismissal of the company's deputy manager and financial officer to the shareholders' meeting.
6. To appoint or dismiss the person in charge of the management department other than those who should be appointed or dismissed by the executive director.
7. Other powers granted by the general meeting of shareholders.
Article 33 The Company does not have a board of supervisors, but only one supervisor, who is elected by shareholders representing more than two thirds of the voting rights. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected. The executive director, manager and financial officer of the company shall not concurrently serve as supervisors.
Supervision authority:
First, check the company's finances.
Two. Supervise the executive directors and senior managers' performance of duties of the company, and put forward suggestions for the removal of executive directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting.
3. When the actions of the executive directors and managers harm the interests of the company, ask the executive directors and managers to correct them; When the executive director fails to perform his duties as stipulated in this Law, he shall convene and preside over the shareholders' meeting.
Four. Submit a proposal to the shareholders' meeting.
V. To institute legal proceedings against the executive directors and senior managers in accordance with Article 152 of the Company Law of People's Republic of China (PRC).
6. Other functions and powers as stipulated in the Articles of Association.
Chapter VII Finance and Accounting
Article 34 A company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the state.
Article 35 A company shall prepare financial and accounting reports at the end of each fiscal year, conduct audits in accordance with the provisions of the state and relevant departments, submit them to the departments of finance, taxation and industry and commerce administration, and submit them to shareholders for review.
Financial and cross-machine reports include the following accounting statements and detailed schedules: 1. Balance sheet; Income statement; Three. Statement of changes in financial position; 4. Statement of financial position; 5. Profit distribution table.
Article 36 When distributing the annual after-tax profits, the company shall allocate 10% of the profits to the statutory reserve fund. When the accumulated amount of the statutory common reserve fund of the company exceeds 50% of the registered capital of the company, it shall 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 37 The after-tax profits of the company after making up losses and withdrawing common reserve fund shall be distributed according to the proportion of shareholders' capital contribution.
Article 38 When the statutory common reserve fund is converted into capital, the retained common reserve fund shall not be less than 25% of the registered capital of the company before the conversion.
In addition to the statutory accounting books, the company may not set up other accounting books.
Accounting books, statements and various vouchers shall be bound into volumes and filed in accordance with the relevant provisions of the Ministry of Finance, and shall be properly kept as important files.
Chapter VIII Merger, Division and Change of Registered Capital
Article 39 The merger, division or reduction of registered capital of a company shall be decided by the shareholders' meeting of the company. Sign an agreement in accordance with the requirements of the Company Law of People's Republic of China (PRC), liquidate assets, prepare a list of assets, liabilities and property, notify creditors and make an announcement, and go through relevant formalities according to law.
Article 40 When a company merges, divides or reduces its registered capital, it shall prepare a balance sheet and a list of assets, notify the creditors within 30 days, and make an announcement in a newspaper within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.
Article 41 Where a company is merged or divided and its registered items change, it shall register the change with the company registration authority according to law; If the company is dissolved, it shall go through the cancellation of registration according to law; Where a new company is established, it shall be registered in accordance with the law.
Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Chapter IX Bankruptcy, Dissolution, Termination and Liquidation
Article 42 Where a company is dissolved due to the provisions of item (1) (2) (4) and (5) listed in Article 181 of the Company Law of People's Republic of China (PRC), a liquidation group shall be established within 15 days from the date of dissolution. 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 shall notify the creditors within 10 days from the date of establishment and make an announcement in the newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group.
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 remaining property of the company shall be distributed by the limited liability company according to the proportion of shareholders' investment.
After the company is liquidated, it shall apply to the company registration authority for cancellation of company registration according to law.
Chapter X Trade Unions
Article 43 The Company establishes trade unions in accordance with relevant national laws and the Trade Union Law of People's Republic of China (PRC). Trade unions work independently, and companies should support the work of trade unions. The company's labor and employment system is strictly implemented in accordance with the labor law.
Chapter II XI Supplementary Provisions
Article 44 The right to interpret the Articles of Association belongs to the shareholders' meeting of the company.
Article 45 The Articles of Association shall come into effect after being signed and sealed by all shareholders.
Article 46 Upon the proposal of the shareholders' meeting, the company may amend its articles of association. Amendments to the Articles of Association must be approved by shareholders representing more than two thirds of the voting rights of the company, signed by the legal representative of the company and reported to the company registration authority for the record.
Article 47 In case of any conflict between the Articles of Association and national laws, administrative regulations and the State Council regulations, the national laws, administrative regulations and the State Council decisions shall prevail.
Signature and seal of all shareholders:
date month year
Description:
1. The model articles of association are for reference only. The parties may make amendments according to the specific conditions of the company, but they shall not delete the necessary provisions stipulated by laws and regulations, and must clearly stipulate the discussion methods and voting procedures of the company's organization in the articles of association.
2. The bold words in the model articles of association are suggestive or optional terms. When the parties choose, they should pay attention to the consistency of the terms before and after. For example, if the executive director is selected in Chapter V, the provisions on the board of directors should be deleted. Chapter VI When selecting and appointing supervisors, the provisions on the board of supervisors shall be deleted.
Three. After the parties have formulated the articles of association according to the model articles of association, they shall be printed separately. The natural person shareholder shall sign his/her name, corporate shareholders shall seal it, and the legal representative or agent shall sign his/her name.
4. According to Article 24 of the Regulations of the People's Republic of China on the Administration of Company Registration, if the articles of association violate laws and administrative regulations, the company registration authority has the right to require the company to make corresponding amendments.
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