Party A: ID number: Party B: ID number: Party C: ID number:
Through friendly negotiation, Party A, Party B and Party C established a limited liability company on the basis of equality and mutual benefit, with the main business as follows. The following terms are hereby reached on the specific establishment matters, which shall be abided by all three parties:
I. Company name and business scope
1. The name of the limited liability company applied for establishment is "Limited Company" (hereinafter referred to as the Company).
2. Business scope:
Two. Shareholders of the Company and the proportion and mode of their capital contribution
1. The Company has * * * shareholders, namely:
Party A:
Party B:
Party C:
2. Registered capital of the company (RMB): RMB.
Party A contributes RMB 1 10,000 Yuan, accounting for% of the registered capital, all in cash. Party B contributes RMB 1 10,000 Yuan, accounting for% of the registered capital, all in cash. Party C contributes RMB 1 10,000 Yuan, accounting for% of the registered capital, in cash.
3. After the shareholder contributes capital, it must be verified by a legally established capital verification institution and issued with a certificate. After the establishment of the company, a capital contribution certificate shall be issued to the shareholders.
4. All shareholders shall pay their subscribed capital contributions in full and on time. After the company name is pre-approved and registered, a temporary company account shall be opened in the bank within days. Shareholders shall deposit their monetary contribution in full into the temporary account of the company within days after the company opens the temporary account.
The new company is a limited liability company. Shareholders shall be liable to the company within the limits of their respective capital contributions, and the new company shall be liable to the debts of the new company with all its assets.
Third, the establishment of the company.
1. Each shareholder prepays RMB yuan as the start-up fee, which will be included in the cost write-off as the start-up fee after the company is formally established.
The start-up expenses shall be paid after the signing of this agreement, and shall be managed and used in a unified way.
2. After the capital contribution of shareholders has been verified by a legally established capital verification institution, all shareholders shall designate their representatives or their entrusted agents as applicants and submit the company registration application, articles of association, capital verification certificate and other documents to the company registration authority. All shareholders shall be responsible for the authenticity, validity and legality of the documents and certificates submitted to the company registration authority.
3. If the company fails to be effectively established due to the shareholders' failure to pay their capital contributions on time, the expenses and other responsibilities incurred in the process of establishment shall be borne by the breaching party.
4. If the application for company establishment can no longer reflect the original wishes of shareholders for various reasons, the application for company establishment can be stopped with the unanimous consent of all shareholders, and the expenses incurred shall be borne by all shareholders in proportion to their capital contribution.
Four. Organizational structure and financial management of the company
1. The shareholders' meeting is the highest authority of the company, and decisions on major issues must be unanimously agreed by all shareholders at the shareholders' meeting. Major events refer to the company's organization, external guarantees and major responsibilities.
Main business activities and other matters, including but not limited to the following:
1) to decide the company's business policy and marketing strategy;
1) to decide the company's business policy and marketing strategy;
2) Make a resolution on the external guarantee contract;
3) Appointment of managers and technicians;
4) Other matters that have a significant impact on the company's operation.
2. Party A, Party B and Party C agree to set up the board of directors of the company, in which Party A is the chairman of the company, Party C is the executive general manager of the company, Party B is the deputy general manager of the company, and the remaining directors are jointly appointed by the three parties as required.
3. Party A, Party B and Party C agree that Party A and Party B shall appoint accountants, and Party C shall appoint cashiers to manage the company's finances;
4. Party A and Party B agree to settle the operating income on a monthly basis, and the company's financial personnel shall regularly submit the relevant financial information for settlement to the shareholders' meeting.
Verb (abbreviation of verb) Rights and obligations of shareholders
(1) The rights of shareholders are:
1. Consult and copy the Articles of Association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board meetings and financial and accounting reports. 2. Share the profits of the company.
3. Voting rights in corporate affairs
(2) The obligations of shareholders are:
1. Pay the capital contribution in full and on time;
2. Share the operating risks and losses of the company;
3. Abide by laws, regulations and articles of association, and exercise shareholders' rights according to law, and shall not harm the legitimate interests of the company or other shareholders.
6. When any party transfers part or all of its equity to a third party, it must be agreed by more than half of the other shareholders, who have the preemptive right under the same conditions. Shareholders who fail to reply within 30 days from the date of receiving the written notice of equity transfer 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 buy the transferred equity, and if they do not buy, they shall be deemed to agree to the transfer. In violation of the above provisions, its transfer is invalid.
Seven. responsibility for breach of contract
1. Party A, Party B and Party C shall abide by the provisions of this Agreement. If any party violates this Agreement and causes losses to the observant party, the breaching party shall compensate the observant party for its economic losses.
2. If a shareholder fails to pay the subscribed capital contribution in accordance with the agreement, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full on schedule in addition to paying it to the company in full. The calculation method of liquidated damages is as follows: for each day of delay, two ten thousandths of the insufficient capital contribution shall be paid to the observant party.
Eight. Matters not covered in this contract shall be subject to the Articles of Association. In case of conflict between the Articles of Association and this contract, this contract shall prevail.
Nine. This contract is made in triplicate, with the same legal effect. Party A, Party B and Party C each hold one copy, which will take effect after being signed by the three parties.
Date of signature: year month day.
Party B:
Date of signature: year month day.
legal ground
Article 470 of the Civil Code The main clauses of a contract and the contents of a model contract shall be agreed upon by the parties, and generally include the following clauses:
(1) The name and domicile of the party concerned;
(2) Subject matter; (3) quantity; (4) quality;
(5) Price or remuneration;
(6) Time limit, place and method of performance;
(7) Liability for breach of contract;
(8) Methods for resolving disputes.
The parties may conclude a contract by referring to the model texts of various contracts.