With the continuous progress of society, we are all directly or indirectly related to the agreement, and signing the agreement can protect our legitimate rights and interests to the greatest extent. How to write the agreement properly? The following are seven agreements of the joint-stock company that I have carefully sorted out, hoping to help everyone.
Joint-stock company agreement 1 joint-stock cooperation agreement
Partner 1 (Party A): ID number: Partner 2 (Party B): ID number: The joint venture (partnership) company has started to operate in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. The total investment is: RMB1000000 yuan, 6.5438+00000 yuan.
Contribution made by Party A _ _ _ _ _ _ _ _
Party B contributed 300,000 yuan, accounting for 25% of the total investment. It accounts for 25% of the company's shares.
Second, the equity share and dividend distribution:
Both parties agree that Party A holds% of the shares of the joint-stock company; Party B holds shares in the joint-stock company; Party A and Party B have the right to distribute the company dividends according to the shareholding ratio of the above-mentioned joint-stock company, and both parties take the shareholding ratio as the basis for distributing the dividends. If the joint-stock company generates profits, Party A and Party B can extract the profits that can be shared, and the rest will be retained by the company as capital.
If dividends are invested into the company as working capital, so as to increase the sources of funds and expand the market share, it must be agreed by both parties, and both parties shall do it at the same time, and Party B has the priority.
Three. Matters agreed during the cooperation period
1. Cooperation period:
The term of the partnership is _ _ _ _ _ _ years, counting from _ _ _ _ _ _. If the company operates normally and both parties have no intention to leave, the contract term will be automatically extended.
2. Joining, Withdrawing and Transfer of Capital Contribution
A recognition: ① This contract needs recognition; (2) By mutual consent; (3) to implement the rights and obligations stipulated in the contract.
B. Exit: ① The normal operation of the company is not allowed to exit; If you insist on quitting the partnership, the settlement shall be made according to the property status at the time of quitting the partnership, and the capital contribution shall be settled in cash in any way; Withdraw according to 50% of the shares held by the quitter. Without the consent of both parties, if one party is unwilling to continue the partnership, the other party will be kicked out, and the kicked-out party will be
When forced to quit, compensation shall be made according to 50% of the company's current property status. (5) If the withdrawal without the consent of the contractor causes losses to the partnership, compensation shall be made according to the actual losses.
3. Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of assignment, the partners have priority over the assignee. If a third party other than a partner is transferred, the third party will be regarded as a partner, otherwise the transferor will be regarded as a partner.
4. Termination of the partnership and matters after termination.
The partnership can be terminated for one of the following reasons: ① the partnership term expires; ② All partners agree to terminate the partnership; (3) The partnership enterprise has been established or cannot be established; (4) The partnership enterprise is revoked in violation of laws. The court decided to dissolve according to the request of the parties.
Matters after the termination of the partnership: ① Nominate the liquidator immediately and invite the notary unit where the company is located to participate in the 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 the remaining property according to the proportion of shares. 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 is a loss after liquidation, it shall be paid off with the company's property first, and the part of the partnership company's property that is insufficient to be paid off shall be borne by the partners in proportion to their capital contribution.
5. Settlement of disputes
Disputes between partners shall be settled through consultation on the principle of being conducive to the development of the partnership. If negotiation fails, you can go to court.
Four. Function allocation and agreed matters
After the shareholders are established, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The following major issues and events involving the interests of all shareholders of the company can only be implemented after the shareholders agree to study:
1, and the single payment exceeds 50,000 yuan; It must be signed by two shareholders.
2, the introduction of new products or equipment;
3. Reinvestment matters such as factory expansion;
4. Other important matters stipulated in the Articles of Association.
5. The company takes stock once a month, and shareholders participate in the settlement.
6. Set up a company account, and both shareholders have SMS reminders of the account, so as to know the capital flow in the account in time.
8. The official seal of the company shall be kept by _ _ _ _ _ _ _ _, and the accounts shall be kept by _ _ _ _ _ _ _.
Intransitive verbs Matters not covered in this Agreement shall be negotiated by both parties. This agreement is made in duplicate, one for each party, and shall come into effect after being signed and confirmed by both parties.
Party A (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party B (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 2 of the customer (Party A) agreement of the joint-stock company:
ID number:
Contact information:
Address:
Trustee (Party B):
Contact information:
Address:
In view of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
First of all, this generation holds bids.
1. The subject matter held by Party B this time is the shares of Party A in _ _ _ _ _ _ _.
2. Party B hereby declares and confirms that all the investment funds for subscribing for the holding shares are provided by Party A, but only invested by Party B in _ _ _ _ _ _ company in its own name, so the actual owner of the holding shares should be Party A. Party B holds the holding shares on behalf of Party A according to this agreement.
3. Party B further declares and confirms the ownership of income (including but not limited to dividends and bonus shares) and rights and interests (including but not limited to the right to subscribe for new shares and share distribution, etc.). ), the income or income (including but not limited to the income obtained after the transfer or sale of the entrusted shares) generated by or related to the entrusted shares shall also be owned by Party A, and Party B shall hold it on behalf of Party A before Party B delivers the above income, income or income to Party A. ..
Second, the time limit of this shipment.
From the date of signing this contract to the time when the conditions specified in Paragraph 3 of Article 8 of this agreement are met, or the date agreed by both parties in writing shall prevail.
Three. Rights and obligations of Party A
1. As the actual owner of the underlying equity, Party A enjoys shareholder rights and assumes shareholder obligations according to the Articles of Association. Including owners' rights and interests, major decisions and the rights enjoyed by managers to the company according to the amount of capital contribution, including voting rights, auditing rights, right to know, right to participate and other rights conferred by the company's articles of association and laws.
2. During the holding period, Party A enjoys the income generated by the underlying equity, including but not limited to cash dividends, share allotment, etc. , according to the proportion of investment.
3. If Party A decides to give up the rights to share allotment and capital increase, it shall notify Party B in the form of written instructions _ _ days before the expiration of the exercise period of these rights, and Party B shall go through the corresponding procedures according to the written instructions.
4. When _ _ _ _ _ Company increases capital and shares, Party A has the right to decide whether to increase capital or shares.
5. As the actual owner of the underlying equity, Party A has the right to supervise and correct Party B's improper performance of the entrustment according to this agreement, and require Party B to bear the losses caused thereby.
Four. Rights and obligations of Party B
1. Party B guarantees that it is a legally established company legal person, and has all the qualifications to hold shares on behalf of _ _ _ _ _ _ _ _ _ _ _, and its legal representative has no bad credit record and criminal record.
2. During the holding period, Party B, as the official owner of the underlying equity, registered in the industrial and commercial shareholder registration in the name of Party B. ..
3. During the holding period, Party B shall transfer the money to Party A or the account designated by Party A within _ _ _ _ working days after receiving the money from Party A on behalf of it ... If the company issues rights issue and capital increase during this period, and Party A does not give up this right, the ownership of the rights issue and new equity will belong to Party A. If Party A has no written statement to the contrary, it will still be registered in Party B's name and Party B will hold it on its behalf as agreed.
4. During the shareholding period, Party B shall ensure the integrity and safety of the ownership of the equity held by it. Without the written consent of Party A, Party B shall not dispose of the underlying equity, including but not limited to the transfer, donation, abandonment or pledge of such equity.
5. If the underlying equity is sealed up due to debt disputes and other reasons of Party B, Party B shall provide other property to apply to the court, arbitration institution or other institutions for unsealing.
6. Party B shall properly perform the entrustment obligations in the principle of honesty and credit, and accept the supervision of Party A. ..
Verb (abbreviation for verb) represents the cost of holding shares for shareholders.
1. Party B is a free agent and does not charge Party A agency fees.
2. During the period of holding shares on behalf of Party B, all relevant expenses and taxes (including but not limited to attorney fees, audit fees and asset appraisal fees related to holding shares on behalf of Party B) shall be borne by Party A. When Party B transfers the entrusted shares to Party A or any third party designated by Party A, the change registration fee shall also be borne by Party A. ..
Six, the transfer of the underlying equity
1. During the holding period, Party A may transfer the underlying equity. Where Party A transfers its equity, it shall notify Party B in writing, and the notice shall specify the time, price and quantity of the transfer. After receiving the written notice, Party B shall go through the relevant formalities according to the contents of the notice.
2. If Party B receives the equity transfer payment for Party A, Party B shall transfer the equity transfer payment to Party A within _ _ _ _ working days after receiving the equity transfer payment paid by the transferee. However, Party B shall not bear any responsibility for the performance ability of the transferee shareholders, and the risks arising therefrom shall be borne by Party A. ..
3. All expenses arising from the transfer of the target equity shall be borne by Party A. ..
Seven. secret
Without the written consent of the other party, neither party shall disclose any content of this agreement to a third party. If violation of this clause causes losses to the other party, the breaching party shall compensate the observant party for the losses caused thereby.
Eight. Entry into force and termination of the agreement
1. This agreement shall come into force as of the date of signing.
2. When Party B loses the shareholding qualification under this agreement, this agreement will be automatically terminated.
3. When laws, regulations and relevant documents of regulatory authorities make it clear that Party A can directly hold the company's equity, and such holding of the company's equity will not affect the legal existence and normal operation of the company, this agreement will automatically terminate.
4. After the termination of this agreement, Party B will perform necessary procedures to restore the target equity to Party A's name.
Nine. responsibility for breach of contract
1. After this agreement is formally signed, any party's failure or incomplete performance of the agreed terms of this agreement will constitute a breach of contract. The breaching party shall be responsible for compensating all direct and indirect economic losses caused to the observant party by its breach of contract.
2. If either party violates this Agreement, the observant party has the right to require the defaulting party to continue to perform this Agreement.
X. Applicable law and dispute settlement
1. This agreement shall be governed by the laws of People's Republic of China (PRC), and other relevant legal documents as annexes or supplementary agreements to this agreement shall be governed by the applicable laws specified in these legal documents.
2. Any dispute arising from or related to the performance of this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, a lawsuit may be brought to the people's court where the company is registered.
XI。 Entry into force and number of copies of the agreement
1. This agreement shall come into effect after being signed by both parties.
2. This Agreement was signed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. Matters not covered in this agreement can be agreed by both parties in the form of annexes or supplementary agreements, which have the same legal effect as this agreement.
Party A (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 3 of the Joint-stock Company Agreement Party A: Address:
Party B:
Address: On the basis of equality and voluntariness, Party A and Party B have reached the following agreement on replacing Party A's current bank through friendly negotiation, for both parties to abide by:
I. Contents of equity swap
Both parties agree that Party A will exchange% of its shares with% of the company's shares held by Party B. ..
Second, the equity replacement price
65,438+0,000 yuan, so the appraisal value of the equity that Party A and Party B intend to put into the company this time is10,000 yuan.
2. Therefore, the appraised value of the company's net assets is that the appraised value of% of the company's equity that Party B intends to put in this time is10,000 yuan.
3. Party A and Party B agree that
Three. Rights and obligations of both parties
1. After this agreement comes into effect, Party A and Party B shall actively cooperate with each other to handle the formalities of equity change and provide relevant information to the other party in time.
2. Party A and Party B guarantee that they have not reached an agreement or promised to sell or transfer the transferred equity under this contract before signing this contract; And guarantee that there is no unknown pledge, guarantee or other circumstances that cause the equity under this contract to be non-transferable, and it does not involve any disputes and lawsuits, otherwise it will bear corresponding responsibilities.
3. Party A and Party B guarantee that the equity swap under this contract does not violate the provisions of the Articles of Association of both parties, and go through relevant procedures or sign relevant documents in accordance with the provisions of the Articles of Association. If this contract cannot be effectively performed due to the reasons specified in one party's articles of association, the breaching party must compensate the observant party for all losses caused thereby.
4. Party A and Party B shall provide Party B with all legal documents required for Party B to enjoy the shareholders' rights and interests of the replaced shares after the signing of this contract.
5. After the signing of this contract, Party B shall provide Party A with all legal documents necessary for Party A to enjoy the rights and interests of the shareholders of the replacement shares.
6. Party A shall issue written materials to confirm that from the effective date of this contract to the date when Party B completes the procedures of shareholder change registration and industrial and commercial change, Party B shall enjoy the obligations promised by Party B in accordance with the Articles of Association, as well as the benefits, risks and responsibilities stipulated in the Articles of Association.
7. Party B shall issue written materials to confirm that from the effective date of this contract to the date of completion of the change of the register of shareholders of Party A and the registration procedures for industrial and commercial changes, Party A has the responsibility to ensure that Party A performs its obligations in accordance with the Articles of Association, and enjoys benefits, risks and responsibilities in accordance with the Articles of Association.
8. After this contract comes into effect, both parties are obliged to take all necessary actions, such as handing over materials and signing all necessary delivery documents, in order to achieve the purpose of this contract.
Four. Privacy Policy
Party A and Party B shall keep confidential the business secrets of all parties to this Agreement, except those required by laws, administrative regulations or relevant regulatory authorities to undertake the disclosure obligation.
Verb (abbreviation of verb) liability for breach of contract
After the signing of this contract, both parties shall strictly perform all the terms of this contract. If either party fails to perform or fails to fully perform the provisions of this contract, it shall bear% of the equity replacement price to the observant party as liquidated damages, and compensate the observant party for the losses thus incurred.
Alteration and termination of intransitive verb contract
1. The modification of this contract shall be negotiated by both parties and a written modification agreement shall be signed. If no agreement can be reached through negotiation, this contract will continue to be valid.
2. If both parties agree to terminate the performance of this contract, a written termination agreement must be signed.
Seven. Settlement of disputes
Any dispute related to this contract shall be settled by both parties through consultation. If negotiation fails, either party has the right to bring a lawsuit to the local people's court with jurisdiction.
Eight. others
1. For matters not covered in this contract, both parties may sign a supplementary agreement separately, which has the same legal effect as this contract.
2. This contract shall come into effect after being signed and sealed by both parties.
3. This contract is made in duplicate, one for each party, with the same legal effect.
Party A: Party B:
Year after year, month after month, year after year.
Annex to the contract:
1. Copies of identification certificates (or business licenses) of Party A and Party B,
2. The identity certificate of shareholders issued by the industry and commerce,
3. Original capital contribution certificates of both parties,
4. A statement and power of attorney confirming each other's share transfer by Party A and Party B,
5, the contract * * * and the creditor agreed to transfer the equity statement.
Note: Party A and Party B shall submit the original complaint materials to the other party. If the original cannot be handed over to the other party in the end, a copy should be kept and signed by the relevant personnel to confirm that it is consistent with the original.
Article 4 of the Joint Stock Company Agreement: Both parties to the agreement:
Party A:
Party B:
Xxxxxxxxx Co., Ltd. is an enterprise jointly invested by, (Party A) * * *.
The registered capital of xxxxxxxx Co., Ltd. is USD million (or RMB million), in which the shares are%,% and% respectively.
According to Party A's requirements, through friendly negotiation with Party B, Party A donated 65,438+05% of its shares in xxxxxxxxx Co., Ltd. to Party B, and Party B agreed to accept the donation from Party A, so both parties reached the following equity donation agreement:
I. Basic information of donors and recipients
1. Donor (Party A):
Name or name:
Number of gifts:%
2. Transferee (Party B):
Name:
Donate 5%
Name:
2. After Party B becomes a shareholder in xxxxxxxxx Co., Ltd., it will be responsible for the production and operation management, product research and development, production technology and equipment technology of medical catheter series products. Party B shall complete the tasks undertaken by his post, ensure the successful development and normal production of medical catheter series products, and ensure that new products with advanced domestic technology are put on the market every year. Regarding this matter, both parties have signed a labor contract separately.
Three. Time limit and delivery method of equity transfer
Within three days from the date of signing this agreement, Party A shall adopt the share donation agreed in this agreement by means of a resolution of the shareholders' meeting, and amend the Articles of Association, and report it to the competent department of the company for filing or approval.
Four. After the above-mentioned equity donation, Party B recognizes the contract, articles of association and annexes of XXXXXXXX Co., Ltd., and is willing to perform and assume all rights, obligations and responsibilities as a shareholder of XXXXXXXX Co., Ltd. ... After Party B becomes a shareholder of XXXXXXXX Co., Ltd., the original business scope and registered capital of the company remain unchanged.
Verb (abbreviation of verb) liability for breach of contract
If Party A fails to perform within the time limit specified in Article 3 of this Agreement, Party A shall pay Party B a penalty of100000 yuan, and Party B's liability for breach of contract shall be stipulated separately in the labor contract.
Settlement of intransitive verb disputes
All disputes arising from or related to the execution of this Agreement shall be settled by both parties through friendly negotiation; If negotiation fails, it shall be submitted to Hangzhou Arbitration Commission for arbitration. The arbitral award is final and binding on both parties. The arbitration fee shall be borne by the losing party.
7. This Agreement is made in sextuplicate, with Party A and Party B holding three copies respectively, and shall come into effect as of the date of signature by both parties.
Party A:
Party B:
On _ _ _ _ _ _ _ _
Article 5 of the joint-stock company agreement Party A: Mr. (or Ms., the same below)
Party B:
On the basis of mutual trust, mutual respect and mutual benefit, Party A and Mr. _ _ _ _ (hereinafter referred to as "Party B") have reached the following cooperation agreement through friendly negotiation:
1. On the premise of meeting the common interests of both parties, Party A and Party B voluntarily form a strategic partnership on the cooperation of enterprise management consulting business, and Party B provides business resources for Party A to help Party A promote its business and performance, so as to achieve a win-win situation for both parties and customers.
2. When providing business opportunities for Party A, Party B shall strictly keep the business secrets of Party A and its customers, and shall not damage Party A's business reputation by revealing the business secrets of Party A or its customers for its own reasons.
3. When accepting the business opportunities provided by Party B, Party A should act according to its own strength. When it is really impossible to implement or difficult to grasp, Party A shall openly inform Party B of its understanding or assistance, and shall not make a hasty commitment in case it is impossible to implement, thus damaging Party B's customer relationship.
Four. If Party B provides Party A with business opportunities for enterprise management consulting and helps to realize them, Party A shall pay corresponding information resource fees. The amount of fees paid depends on the role played by Party B in the process of business achievement and execution. In principle, it shall be implemented according to a certain proportion of the actual cost, and the payment shall be made according to the actual payment stage and amount, specifically within a few working days after each payment.
Verb (abbreviation of verb) liability for breach of contract:
1. In the course of business execution, if the business reputation or customer relationship between the partner and the customer is damaged due to its own reasons, the injured party may unilaterally terminate the cooperation relationship immediately and demand certain economic compensation. At the same time, the injured party can no longer pay the relevant expenses that should be paid in the unfinished business, and the injured party should continue to fulfill its payment obligations.
2. If Party A fails to pay the information resource fee to Party B as agreed, it shall increase the payable amount by 5% for each day overdue until it is paid in full.
6. Dispute settlement: If there is any dispute, both parties shall actively negotiate to solve it; If negotiation fails, the injured party may apply to Hangzhou Arbitration Commission for arbitration.
Seven. The validity period of this agreement is tentatively set at one year, counting from the date when the representatives of both parties (Party B himself) sign it, that is, from _ _ _ to _ _ _. After the expiration of this agreement, Party A shall continue to pay the unpaid information resource fees according to this agreement.
Eight, after the expiration of this agreement, the two sides did not propose to terminate the agreement, as both sides agreed to continue cooperation, this agreement continues to be valid, can be extended for one year, no renewal.
Nine. During the execution of this agreement, if both parties think it necessary to supplement or change it, they can sign a supplementary agreement. The supplementary agreement has the same legal effect. If the supplementary agreement is inconsistent with this agreement, the supplementary agreement shall prevail.
X. this agreement shall come into force after being sealed by both parties. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
Party A: Mr. (or Ms.)
Party B: Mr. (or Ms.)
(official seal)
Representative symbol
Word: signature:
Signing place:
Date of signing: