Template of Articles of Association of Information Consulting Company
Draft according to the template I gave you and the actual situation of your company. This example is designed according to the general principles of the Company Law and the general situation of the company for reference only. Please make corresponding amendments according to the company's own situation when drafting the articles of association! Articles of Association of XX Co., Ltd. In order to meet the requirements of the socialist market economy and develop productive forces, XX Co., Ltd. (hereinafter referred to as the Company Law) is established by capital contributions made by Party A and Party B, and these Articles of Association are specially formulated. Chapter 1 Company Name and Address Article 1 Company Name: XX Co., Ltd. Article 2 Company Address: Room XX,No. XX Road, XX District, Beijing Chapter 2 Company Business Scope Article 3 Company Business Scope: Planting and Breeding; Development and research of agricultural and sideline products; Real estate information consultation, self-owned house rental. Chapter III Registered Capital of the Company Article 4 Registered Capital of the Company: RMB 500,000.00 Yuan If a company wants to increase or decrease its registered capital, it must convene a shareholders' meeting, which shall be passed and resolved by all shareholders. Where a company reduces its registered capital, it shall also notify its creditors within 10 days from the date of making the resolution, and make an announcement in the newspaper at least three times within 30 days. Where a company changes its registered capital, it shall go through the registration formalities with the registration authority according to law. Chapter IV Shareholder's Name, Mode and Amount of Contribution Article 5 Shareholder's name, mode and amount of contribution are as follows: shareholder's name, ID number, mode of contribution, shareholder-1 currency RMB 65438+ million, shareholder -2 currency RMB 65438+ million, shareholder -4 currency RMB 65438+ million, and shareholder -5 currency RMB 65438+. Article 6 After the establishment of the company, Chapter V Rights and Obligations of Shareholders Article 7 Shareholders shall enjoy the following rights: (1) Attend or elect representatives to attend the shareholders' meeting, and enjoy the right to vote according to their share of capital contribution; (2) Understand the operating status and financial status of the company; (3) Electing or being elected as an executive director or supervisor; (4) Obtaining and transferring dividends in accordance with laws, regulations and the articles of association; (5) Having priority over the capital contribution transferred by other shareholders; (6) Give priority to purchase the newly-increased registered capital of the company; (seven) after the termination of the company, share the remaining property of the company according to law; (eight) have the right to consult the minutes of the shareholders' meeting and the company's financial report; Article 8 Shareholders shall undertake the following obligations: (1) Abide by the Articles of Association; (2) Pay the subscribed capital contribution on schedule; (3) Undertaking the debts of the company according to the subscribed capital contribution; (4) After the company goes through the registration formalities, the shareholders shall not withdraw their capital contribution; Chapter VI Conditions for Shareholders to Transfer Their Capital Contribution Article 9 Shareholders may transfer all or part of their capital contributions to each other. Article 10 The transfer of capital contribution by shareholders must be discussed and approved by the shareholders' meeting. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be unanimously agreed by all shareholders; 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. Article 11 After the shareholders transfer their capital contribution according to law, the company shall record the name and domicile of the transferee and the transferred capital contribution in the register of shareholders. Chapter VII Organization, Formation Method, Powers and Rules of Procedure of the Company Article 12 The general meeting of shareholders is composed of all shareholders, and it is the authority of the company, exercising the following powers: (1) Deciding on the company's business policy and investment plan; (2) Electing and replacing the executive directors and deciding on the remuneration of the executive directors; (3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors; (4) Examining and approving the report of the executive director; (5) Examining and approving the report of the supervisor; (6) To examine and approve the annual financial budget and final accounts of the Company; (VII) To examine and approve the company's profit distribution plan and loss recovery plan; (VIII) To make resolutions on the increase or decrease of the registered capital of the company; (9) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders; (10) To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company; (1 1) Modify the Articles of Association; (12) to appoint and remove the company manager. Article 13 The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution. Article 14 At the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution. Article 15 Shareholders' meetings are divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting is held. Regular meetings shall be held once every six months, and interim meetings shall be held only upon the proposal of shareholders or supervisors representing more than one quarter of the voting rights. 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 16 The shareholders' meeting shall be convened and presided over by the executive director. When the executive director is unable to perform his duties due to special reasons, the executive director shall entrust others to convene and preside over the meeting in writing, and the trustee shall fully perform the functions and powers of the executive director. Article 17 The meeting shall make resolutions on the matters discussed, which shall be passed by all shareholders. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. Article 18 A company shall have an executive director instead of a board of directors. The executive director is the legal representative of the company, and is responsible to and elected by the shareholders' meeting. The term of office of the executive director is 3 years. Upon expiration of the term of office, the executive director 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 19 The executive director is responsible for the shareholders' meeting and exercises the following powers: (1) Responsible for convening and presiding over the shareholders' meeting, checking the implementation of the shareholders' meeting and reporting 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 plans and final accounts; (five) to formulate the company's profit distribution plan and loss compensation plan; (6) To formulate plans for increasing or decreasing the registered capital of the company; (seven) to formulate plans for the merger, division, change of corporate form and dissolution of the company; (VIII) Deciding on the establishment of the company's internal management organization; (9) Nominating the manager of the company, appointing or dismissing the deputy manager and financial officer of the company according to the nomination of the manager, and determining their remuneration; (10) Formulate the basic management system of the company; (1 1) sign relevant documents on behalf of the company; (12) Exercising special adjudication power and disposal power on the company's affairs in case of emergency such as war and catastrophic natural disasters, but such adjudication power and disposal power must be in line with the company's interests, and report to the shareholders' meeting afterwards; Article 20 The Company shall have 65,438+0 managers, who shall be appointed or dismissed by the shareholders' meeting. The manager is responsible to the shareholders' meeting and exercises the following powers: (1) Preside over the production, operation and management of the company; (2) Organize the implementation of the company's annual business plan and investment plan; (3) To draft the establishment plan 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) Appointing or dismissing management personnel other than those who should be appointed or dismissed by the executive director; The manager attended the shareholders' meeting. Article 21 The Company has 65,438+0 supervisors, who are elected by the shareholders' meeting. The supervisor is responsible to the shareholders' meeting. The term of office of the supervisor is 3 years, and may be re-elected at the expiration of the term. The supervisor shall exercise the following powers: (1) check the company's finances; (2) To supervise the acts of executive directors and managers who violate laws, regulations or the articles of association when performing their duties; (3) To require the executive directors and managers to correct their actions when they harm the interests of the company; (4) proposing to convene an extraordinary general meeting of shareholders; Supervisors attend shareholders' meetings as nonvoting delegates. Article 22 The executive director, manager and financial officer of the company shall not concurrently serve as the company's supervisor. Chapter VIII Finance, Accounting, Profit Distribution and Labor Employment System Article 23 A company shall establish its own financial and accounting system in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council, and shall prepare a financial and accounting report at the end of each fiscal year and send it to all shareholders before March 3 1 of the following year. Article 24 The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws and regulations and the provisions of the competent financial department of the State Council. Twenty-fifth labor employment system in accordance with national laws and regulations and the relevant provisions of the labor department of the State Council. Chapter IX Reasons for the dissolution of the company and liquidation methods Article 26 The business term of the company is 50 years, counting from the date when the Business License for Enterprise as a Legal Person is issued. Article 27 A company may be dissolved under any of the following circumstances: (1) The business term stipulated in the articles of association expires or other dissolution reasons stipulated in the articles of association occur; (2) The shareholders' meeting resolves to dissolve. (3) The company needs to be dissolved due to merger or division; (4) The company is ordered to close down in violation of laws and administrative regulations. (5) When the company cannot continue to operate due to force majeure events; (6) Declare bankruptcy. Article 28 When a company is dissolved, a liquidation group shall be established in accordance with the provisions of the Company Law to liquidate the company. After the liquidation, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting or relevant competent authorities for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company. Chapter X Other Matters Required by Shareholders Article 29 The Articles of Association may be amended according to needs or changes in the registered items of the company. The revised Articles of Association shall not conflict with laws and regulations, and the revision of the Articles of Association shall be approved by all shareholders. The revised Articles of Association shall be reported to the original company registration authority for the record, and any change in registered items shall be registered with the company registration authority at the same time. Article 30 The right to interpret the Articles of Association belongs to the shareholders' meeting. Article 31 The registered items of a company shall be subject to the approval of the company registration authority. Article 32 If the Articles of Association conflict with the national laws and regulations, the national laws and regulations shall prevail. Article 33 The Articles of Association shall come into effect as of the date of establishment of the company concluded by all investors. Article 34 The Articles of Association is made in seven copies, one for the company to keep and one for the company registration authority to record. Signature (seal) of all shareholders: XX, XX, 200X.