The articles of association refer 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.
Chapter I General Provisions
Article 1 To standardize the operation and management of the company, safeguard the legitimate rights and interests of the company, shareholders and creditors, and promote the development of the company. According to 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, the Articles of Association are formulated by shareholders. As the code of conduct of dongxing city Jiebang Home Economics Co., Ltd. (hereinafter referred to as the Company), the Articles of Association are binding on the Company and shareholders.
Chapter II Company Name and Address
Article 2 Company name:
Article 3 Company Address:
Chapter III Business Scope of the Company
Article 4 The business scope of the company is: domestic service and related information consultation.
Article 5 The company engages in production and business activities within the business scope approved and registered by the company registration authority.
Chapter IV Registered Capital of the Company
Article 6 The registered capital of the company is RMB X ten thousand Yuan only.
Article 7 The registered capital of the company is composed of two persons in RMB.
Article 8 The paid-in capital contribution of each shareholder is RMB10,000.00 Yuan, and the contribution time is 2065,438+265,438+0,000 Yuan, accounting for 50% of the registered capital of the company. XXX contributed RMB10,000.00 Yuan, which was paid on September 265,438+0, 2065,438, accounting for 50% of the registered capital of the company.
Chapter V Names of Shareholders
Article 9 Name of shareholder: XXX, male, address XXXXXXX, ID number XXXXXXX. Name xxx, male, address xxxxx, ID number XXXXX.
Chapter VI Rights and Obligations of Shareholders
Article 10 Shareholders shall enjoy the rights and corresponding obligations stipulated in the Articles of Association.
Article 11 Rights enjoyed by shareholders:
1. Receive the company bonus according to the proportion of capital contribution;
2. Attend shareholders' meetings and exercise voting rights;
3. Consult the minutes of the shareholders' meeting;
4. Consult the company's financial and accounting statements, reports and accounting books;
5. When the company increases its registered capital, it shall give priority to subscribed capital contribution;
6. After the termination of the company, obtain the remaining property according to law;
7. Supervise the employees of the company, and accuse and report those who violate the law and discipline and neglect their duties.
Article 12 Obligations of shareholders:
1. After the establishment of the company, shareholders shall not withdraw their capital contribution;
2. Abide by the articles of association;
3. To undertake limited liability to the company to the extent of capital contribution;
4. Obey and implement the resolutions of the official documents of the shareholders' meeting;
Provide hardware and signature pattern to the company, provide my ID card and residence certificate, and report to the company in time if there is any change; Obligations stipulated by laws and regulations
Chapter VII Conditions for Shareholders to Transfer their Capital Contribution
Article 13 After the establishment of a company, shareholders may transfer part or all of their capital contributions to each other.
Article 14 A shareholder may transfer his capital contribution to a person other than the shareholder. A shareholder who disagrees with the transfer shall purchase the transferred capital of the shareholder, otherwise it shall be deemed as agreeing to the transfer.
Article 15 After the shareholders transfer their capital contribution according to law, the company shall record the name, domicile and capital contribution of the transferee in the register of shareholders and issue a capital contribution certificate.
Chapter VIII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 16 The shareholders of the company are composed of all shareholders and are the highest authority of the company, exercising the following functions and powers:
1. Decide on the company's business policy and investment plan;
2. Decide to change the remuneration of the executive director and related directors;
3. Decide and replace the supervisors appointed by the shareholders' meeting, and decide the remuneration of supervisors;
4. Review and approve the report of the executive director;
5. Review and approve the report of the supervisor;
6. Review and approve the company's annual financial budget and final accounts;
7. Review and approve the profit distribution plan and loss recovery plan of the company;
8. To make resolutions on increasing or decreasing the registered capital of the company;
9. To make resolutions on the company's transfer of capital contribution to people other than shareholders;
10. 1 1 To make resolutions on the company's merger, division, change of company form, dissolution, liquidation, extension of operation period or termination of operation before;
12. Amend the Articles of Association
Article 17 A company resolution can only take effect with the consent of more than two thirds of shareholders.
Article 18 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 19 The regular shareholders' meeting shall be held once a year, usually before 1 month 10 every year. In case of major issues, the shareholders' meeting may be convened temporarily upon the proposal of more than two thirds of all shareholders through consultation.
Article 20 The first meeting of the shareholders' meeting shall be convened by the shareholder with the largest capital contribution to exercise the functions and powers stipulated in the Articles of Association.
Article 21 The regular shareholders' meeting shall be convened and presided over by the executive director.
Chapter IX Executive Directors
Article 22 The number of shareholders of the company is two. There is no board of directors and chairman, but only an executive director, who is elected by the shareholders' meeting and is the legal representative of the company.
Article 23 The executive director shall exercise the following functions and powers:
1. Preside over the shareholders' meeting and report to the shareholders' meeting;
2. Implement the resolutions of the shareholders' meeting;
3. Put forward the business plan and organize its implementation;
4. Formulate the company management system and specific rules;
5. The general meeting of shareholders appoints and dismisses financial personnel;
6. Formulate the company's annual financial budget plan and final accounts plan;
7. Put forward the company's profit distribution plan and loss compensation plan;
8. To draw up and put forward plans for company merger, division, change of company form, dissolution and extension of business term;
9. Be responsible for the operation and management of the company.
Chapter X Legal Representative
Article 24 Name xx, male, address xxx, ID number xxx.
Chapter III XI Supervisor
Article 25 The Company shall have one supervisor, who shall be elected by the shareholders' meeting for a term of three years and may be re-elected if re-elected. The executive director, manager and financial personnel shall not concurrently hold the post.
Article 26 The supervisor shall exercise the following functions and powers:
1, check the company's finances;
2. To supervise the acts of the executive director in violation of laws, regulations or articles of association when performing the duties of the company;
3. When the executive director's behavior harms the interests of the company, ask the executive director to correct it;
4. Propose to convene an extraordinary general meeting of shareholders;
5. Other functions and powers as stipulated in the Articles of Association.
Article 27 If a supervisor fails to perform his duties and seriously damages the interests of the company, the shareholders' meeting shall remove him.
Chapter XII Methods of Dissolution and Liquidation of Companies
Article 28 If the company cannot operate due to natural factors, war, force majeure or other reasons, the company may be dissolved in advance by resolution of the shareholders' meeting, and apply to the company registration authority for cancellation, and make an announcement at the same time. Article 29 When the company is dissolved, a liquidation organization shall be established in accordance with relevant laws and regulations for liquidation, and the remaining property after paying off debts shall be distributed according to the proportion of capital contribution.
Article 30 When a company terminates its business at the expiration of its business term, the supervisor shall organize relevant personnel to liquidate the company's property, distribute the remaining property according to the proportion of capital contribution after paying off debts, apply to the company registration authority for cancellation, and make an announcement to the public at the same time.
Article 31 The dissolution, termination and liquidation of the company shall be handled in accordance with relevant state regulations.
Chapter XIII Staff and Workers
Article 32 The general staff and workers of the Company shall be appointed by the executive director as required and reported to the shareholders' meeting for the record.
Article 33 The Company shall, according to its own benefits and characteristics, implement a salary system combining basic salary with post allowance and bonus.
Article 34 The labor, insurance and welfare benefits of employees of the Company shall be implemented with reference to national regulations.
Article 35 employees of the company violate company rules and regulations, labor discipline, contracts, etc. May be punished by warning, demerit, salary reduction, and be dismissed if the circumstances are serious.
Chapter XIV Financial Accounting
Article 36 A company shall establish an accounting system and an internal audit system in accordance with state regulations.
Article 37 The fiscal year of the Company adopts the Gregorian calendar system. That is, from 1 month 1 day to1February 3 1 day every year, the executive director will review the financial report and final settlement plan for the fiscal year and submit them to the shareholders' meeting for consideration.
Article 38 After the company declares and pays taxes according to law, the after-tax profits shall be distributed in the following order and proportion:
1, make up for the loss;
2. Withdraw the statutory common reserve fund according to the ratio of 10%;
3. Dividend according to the proportion of capital contribution;
When the company's statutory reserve fund reaches more than 50% of the company's registered capital, it may not be withdrawn.
Chapter XV Supplementary Provisions
Article 39 The business term of a company is 20 years, counting from the date when the Company Registration Authority issues the Business License for Enterprise as a Legal Person.
Article 40 Where a company extends its business term, it shall make a resolution by the shareholders' meeting six months before the expiration of the business term and apply to the company registration authority for registration of change.
Article 41 The Articles of Association shall come into effect as of the date of approval and registration by the company registration authority.
Article 42 If the Articles of Association conflict with relevant national laws, regulations and policies, the relevant national laws, regulations and policies shall prevail.
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