What is a two-person limited liability company? How to write the articles of association of a two-person limited liability company?
Chapter I General Provisions
Article 1 In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and the provisions of relevant laws and regulations, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 2 The company is established by two shareholders with the same capital contribution, and the shareholders are liable to the company to the extent of their capital contribution; 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.
Article 3 Where the articles of association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Chapter II Company Name and Domicile
Article 4 Company name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 5 The company's domicile is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Chapter III Business Scope of the Company
Article 6 Business scope of the Company:
(1) Technology development, technical services, computer information engineering, computer software and hardware development, and technology development of information technology in computer and electronic fields.
(2) The main business scope is sales, installation, debugging and maintenance of communication information engineering and communication system equipment.
(3) At the same time, it can also manage the sales and maintenance of some products;
(four) technology development, technology transfer, technical consultation and technical services.
(5) Engaged in technology development, technical consultation, technical service and technology transfer in the field of information technology,
(6) Computer software and hardware development and sales, computers and accessories, electronic products, electronic energy-saving products, electronic digital products, electronic system equipment, electronic components, communication equipment and related products.
Chapter IV Registered Capital of the Company and Name of Shareholders (Name) Amount, Time and Mode of Contribution
Article 7 The registered capital of the company is RMB 30,000.
Article 8 When verifying the registered capital, the shareholders shall pay the subscribed capital contribution in one lump sum. The amount, time and mode of contribution of shareholder's name are as follows:
(1) Name of shareholder:
Domicile of shareholders: XXXXXXXXXXX
Shareholder ID number or license number: XXXXXXXXXXX
(2) Amount of capital contribution of shareholders:
(III) Time of contribution by shareholders:
(4) Mode of contribution by shareholders:
Article 9 After the company is registered, it shall issue a capital contribution certificate to the shareholders.
A capital contribution certificate is a written proof that shareholders have invested and held shares in the company. The capital contribution certificate is made in duplicate, one for each shareholder and one for the company. If the capital contribution certificate is lost, it shall be immediately reported to the company for cancellation and reissued after approval by the shareholders' meeting.
Chapter V Rights and Obligations of Shareholders and Conditions for Transfer of Capital Contribution
Article 10 Shareholders, as investors, enjoy the rights of owners' assets, major decisions and managers selection in the company according to their capital contribution, and undertake corresponding obligations.
Article 1 1 Shareholders' Rights:
(1) Shareholders have the right to vote according to their capital contribution;
(2) Shareholders have the right to consult the minutes of the company's deliberation meetings and the company's financial and accounting reports;
(3) Electing and being elected as the executive director or supervisor of the company;
(4) Distributing dividends according to the proportion of capital contribution;
(5) When the company increases capital or other shareholders transfer shares, they have the preemptive right;
(6) After the termination of the company, the remaining property of the company shall be divided according to law.
Article 12 Obligations of shareholders:
(1) Pay the subscribed capital contribution in full;
(2) Undertaking the debts of the company to the extent of the subscribed capital contribution;
(3) After the company has gone through the industrial and commercial registration, it shall not withdraw its capital contribution (unless it is approved by legal procedures).
Article 13 Transfer of capital contribution:
(1) Shareholders may transfer all or part of their capital contributions to each other, provided that there are more than two shareholders.
(2) When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of 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.
(3) With the consent of shareholders, under the same conditions, other shareholders have the preemptive right to the transferred capital contribution.
(4) 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.
Article 14 Income Distribution and Debt Undertaking
(1) The surplus distribution is based on (investment or other) and distributed in proportion.
(2) Debt commitment: the partnership debt shall be paid off by the partnership property first. If the partnership property is insufficient to pay off, it shall be borne according to the proportion of each partner.
Article 15 Recognition, Withdrawal and Transfer of Capital Contribution
(1) Occupation: ① This contract needs approval; (2) With the consent of all partners; (3) to implement the rights and obligations stipulated in the contract.
(2) Quit the partnership: ① Quit the partnership only if there are justified reasons; (2) Do not quit when the partnership is unfavorable; (3) To quit the partnership, it is necessary to notify other partners _ _ months in advance and obtain the consent of all partners; (4) After withdrawing from the partnership, the settlement shall be made according to the property status at the time of withdrawing from the partnership, and the settlement shall be made in currency no matter how the contribution is made; (5) If a partner withdraws from the partnership without the consent of the partner, thus causing losses to the partnership, it shall make compensation.
(3) Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of transfer, the partners have the priority to transfer. If a third person other than a partner is transferred, the third person shall be regarded as a partner, otherwise the transferor shall be regarded as a partner.
Acts prohibited by Article 16
(1) Without the consent of all investors, it is forbidden for any investor to conduct business activities in the name of the company without permission; If its business profits belong to the company, the losses caused shall be compensated according to the actual losses.
(2) It is forbidden to jointly invest in businesses that are competitive with the Company.
(3) Prohibit investors from joining other companies.
(4) It is forbidden for investors to sign contracts with companies.
(5) If the investor violates the above provisions, it shall make compensation according to the actual losses of the company. Discourage those who refuse to listen can be decided by all investors.
Chapter VI Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 17 The Company does not have a shareholders' meeting, and the shareholders shall exercise the management authority of the Company.
Article 18 _ _ _ _ Responsible person and executive director of the company. The legal representative of the company is the executive director. Its authority is:
(1) to decide the company's business policy and investment plan;
(2) To decide on the remuneration of the company's senior managers and the salaries of employees;
(3) To decide on the annual financial budget and final accounts of the company;
(4) To decide on the profit distribution plan and loss compensation plan of the company;
(5) To make resolutions on the increase or decrease of the registered capital of the company;
(6) Deciding to hire and dismiss accounting firms;
(seven) to carry out foreign trade and sign contracts;
(eight) the daily management of the partnership;
(9) Selling the products (goods) of the partnership enterprise and purchasing common goods;
(10) Pay the partnership debt;
(1 1) To make decisions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(12) Amend the Articles of Association;
Article 19 Rights of other investors:
(1) Participate in the management of the company's business;
(2) Listen to the report of the person in charge of the company on business development;
(3) Checking the accounting books and operating conditions of the company;
(4)*** to decide on major issues of the company.
Article 20 The Company shall have a manager who shall be appointed or dismissed by the current executive director. The manager is responsible to the executive director and exercises the following powers:
(1) Take charge of the production, operation and management of the company and organize the implementation of the decisions of the executive director;
(2) Organize 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 executive director;
(eight) other powers granted by the executive director.
Chapter VII Finance, Accounting and Profit Distribution
Article 2 1 The company shall establish and improve its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council.
The Company shall prepare financial and accounting reports at the end of each fiscal year, and submit them to the legally established accounting firm for audit and issue the report before March 3 1 of the following year.
Article 22 The profit distribution of the Company shall be implemented in accordance with the Company Law, relevant laws, administrative regulations and the provisions of the financial department of the State Council.
Chapter VIII Labor and Employment System
Article 23 The employees of the Company shall form trade unions and carry out trade union activities in accordance with the Trade Union Law of People's Republic of China (PRC) to safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the trade union.
The trade union of the company shall earnestly perform the duties of the trade union and sign a collective contract with the company on behalf of the employees on matters such as labor remuneration, working hours, welfare, insurance and labor safety and health.
Article 24 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. The employment system of the company shall be implemented in accordance with the relevant provisions of national laws, administrative regulations and rules.
Chapter IX Reasons for Dissolution and Liquidation Measures
Article 25 The liquidation group of a company shall apply to the original company registration authority for cancellation of registration within 30 days after the company is terminated or under any of the following circumstances:
(1) The company was declared bankrupt according to law because it could not pay off its due debts;
(2) The term of the partnership expires;
(3) Shareholders decide to dissolve, and all investors agree to terminate the company relationship;
(4) The company's business is completed or cannot be completed;
(5) The company has its business license revoked, ordered to close down or revoked according to law;
(6) The court decides to dissolve according to the request of the parties concerned.
(7) Other circumstances of dissolution as stipulated by laws and administrative regulations.
Article 26 Liquidation after termination of the Company:
(1) immediately nominate liquidators and invite _ _ _ _ intermediaries (or notaries) to participate in liquidation;
(2) If there is surplus after liquidation, it shall be carried out in the order of collecting creditor's rights, paying off debts, returning capital contribution and distributing surplus property in proportion. Fixed assets and inseparable items can be sold to partners or third parties at a fixed price, and the price participates in the distribution;
(3) If there are losses after liquidation, no matter how much the investor contributes, the partnership property shall be paid off first, and the part of the partnership property that is insufficient to pay off shall be borne by the investor in proportion to the investment.
Article 27 When a company is dissolved, it shall be liquidated in accordance with the provisions of the Company Law, and a liquidation report shall be made. After the liquidation, it shall report to the company registration authority, apply for cancellation of company registration and announce the termination of the company.
Chapter X Other Matters
Article 28 Settlement of disputes
In case of disputes between investors, they should be settled through consultation on the principle of being conducive to the development of the company's career. If negotiation fails, you can go to court.
Article 29 The registered items of a company shall be subject to the approval of the company registration authority.
Chapter II XI Supplementary Provisions
Article 30 The Articles of Association shall be made in duplicate, and one copy shall be submitted to the company registration authority.
Article 3 1 The Articles of Association shall come into effect and be implemented as of the date when it is concluded and reported to the administrative department for industry and commerce for the record.
Article 32 If there are any matters not covered in the Articles of Association, investors shall discuss, supplement or modify them collectively. The supplementary and revised contents have the same effect as this contract.
Signature and official seal of shareholders:
Date, year and month
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