In the real society, more and more places are exposed to the articles of association. Once stipulated, the articles of association have long-term stability and cannot be constantly changed. What problems should be paid attention to in drafting the articles of association? The following is a sample of the articles of association of the catering company that I have compiled for you. I hope it will help you.
Chapter I General Principles
Rule number one. In order to meet the needs of modern enterprise system, standardize the organization and behavior of the company, and effectively protect the legitimate rights and interests of the company, shareholders and creditors, the Articles of Association is formulated in accordance with the Company Law of People's Republic of China (PRC) and the Regulations on the Administration of Company Registration.
Article 2. The Company (hereinafter referred to as the Company) conducts business activities in accordance with laws, regulations and this chapter.
Article 3. Chapter ii company name and domicile.
Article 4. name of the company
Article 5. Company residence
Chapter III Business Scope of the Company
Article 6. The company's business scope includes: catering service, development and promotion of catering utensils, raw material production and logistics distribution of catering industry, catering service chain operation, food production, beverage production, vocational skills training of service industry, labor export of service professionals, canteen hotel management service and other related operations.
Article 7. The organizational form and business model of the company are: chain-type industrial operation with the catering industry as the axis of movement, mainly engaged in catering services and other related industries.
Chapter IV Registered Capital of the Company
Article 8. The total capital contribution of the company's shareholders is RMB, of which the property right of "Nongxiangyuan" is RMB discount, the patent right of "Nongxiangyuan" is RMB discount and RMB cash, and the registered capital of the company is all contributed by shareholders.
Chapter V Name of Shareholders, Mode of Contribution and Name
Article 9. The Company was established by capital contributions made by the following shareholders:
Company shareholder registration form
surname
residence
Investment form
amount of contribution
Reserve bill
Article 10 After the company is registered by the company registration authority, the shareholders may not withdraw their capital contribution.
Article 11 A company may increase its registered capital under any of the following circumstances:
(1) Shareholders increase investment;
(2) the company's profits.
Article 12 The company's reduction of registered capital can only be an operating loss. The registered capital of the company after capital reduction shall not be lower than the minimum amount stipulated in the Company Law.
Article 13 When a company reduces its registered capital, it shall notify its creditors within 65,438+00 days from the date of making a resolution to reduce its registered capital, and make an announcement at least three times within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice (within 90 days from the date of the first announcement if they have not received the notice).
Chapter VI Rights and Obligations of Shareholders
Article 14 Shareholders of the Company shall enjoy the following rights according to law:
(1) Distribution of dividends;
(two) to participate in Southeast University and exercise the corresponding voting rights;
(3) Give priority to purchase the capital contribution transferred by other shareholders;
(4) Transfer the capital contribution according to the articles of association;
(five) to consult the articles of association of the company, share the records and financial accounts of Southeast University, supervise the production, operation and financial management of the company, and put forward construction or inquiry;
(6) Being elected as the chairman, vice chairman, executive director, supervisor and other senior management personnel. (unless otherwise stipulated by laws and regulations).
(7) Share the remaining property when the company is liquidated.
(8) Other rights stipulated by laws, regulations and the Articles of Association.
Article 15 A company shall establish a register of shareholders, which shall record the following items:
(1) The name, domicile, mode and amount of contribution of the shareholders.
(2) the date of shareholder registration.
(3) Other related matters.
Chapter VII Conditions for Shareholders to Transfer their Capital Contribution
Article 16 Shareholders may transfer their capital contributions to each other. 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. A shareholder who disagrees shall purchase the capital contribution transferred by the shareholder, otherwise it shall be deemed as agreeing to the transfer.
Article 17. After the shareholders transfer their capital contribution according to law, the company shall re-establish the register of shareholders.
Chapter VIII Organization, Formation Method, Authority and Rules of Procedure of the Company
Article 18. The company established the Southeast University Stock Association, which is composed of all shareholders.
Article 19. Voting rights shall be exercised at the meeting of Southeast University in proportion to the capital contribution of shareholders. With the unanimous consent of all shareholders, each share is RMB 65,438+0,000, and each share has one voting right.
Article 20. Southeast University Federation is the highest authority of the company and exercises its functions and powers in accordance with the Company Law.
Twenty-first, the regular meeting of Southeast University is divided into regular and temporary meetings.
Article 22. Regular shareholders' meetings shall be held at least once a year, and shall be held at the end of the year.
Article 23 In any of the following circumstances, an extraordinary shareholders' meeting shall be convened:
(1) Proposal of shareholders representing more than one third of the voting rights.
(2) When the supervisor proposes to hold a meeting.
Article 24. When the company holds a meeting of Southeast University, it shall notify all shareholders fifteen days before the meeting is held. The notice shall be sent in writing, and shall specify the time, place, content and other related matters of the meeting.
Article 25. The board meeting of Southeast University was presided over by the chairman. If the chairman is unable to perform due to special reasons, the vice-chairman or other directors designated by the chairman shall preside over the meeting of Southeast University, and the shareholders attending the meeting shall sign the minutes of the meeting. The meeting of Southeast University can only be held if shareholders representing more than two thirds of the voting rights are present, and the decision of the meeting can only take effect if more than half of the shareholders present (calculated by voting rights) agree.
Twenty-sixth, Southeast University will exercise the following powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and deciding on the remuneration of 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 board of directors;
(5) Examining and approving the report of the Board of Supervisors.
(VI) 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 issuance of bonds by the company.
(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
(eleven) to make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
(12) Amending and adopting the Articles of Association.
Article 27. The company has a board of directors (or executive director). The directors of the company are elected and replaced by the Southeast University Federation among the top 65,438+00 shareholders with a large shareholding ratio. The board of directors consists of all directors with 3 to 5 members. The term of office of directors is three years. At the expiration of the term, directors may be re-elected.
Article 28. The board of directors (executive director) is responsible for Southeast University and exercises the following powers:
(1) To be responsible for convening Southeast University Friendship Association and reporting to Southeast University Friendship Association;
(2) Implement the resolution of Southeast University Federation;
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(7) To propose the merger, division, change of corporate form and dissolution of liquidation plan;
(8) To decide on the establishment of the internal organization of the company;
(9) To appoint or dismiss the general manager of the company (hereinafter referred to as the manager), and to appoint or dismiss the deputy general manager and financial officer of the company according to the nomination of the manager, and to decide on their remuneration;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers stipulated in the articles of association.
Article 29 The board of directors shall have a chairman who shall be elected and replaced by more than half of all directors of the board of directors. Under the basic conditions of harmonious organization, management, pioneering and innovative, enterprising, diligent and selfless dedication, the chairman or executive director is elected among the board members according to the shareholding ratio from high to low. Except for natural reasons, there must be sufficient reasons for changing the chairman, and it must be clearly stated in writing.
Article 30. The board of directors shall be convened and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the director designated by the chairman shall convene and preside over the board meeting.
Article 31. When the chairman fails to perform his duties and does not appoint the vice-chairman or other directors to convene and preside over the board meeting, more than two thirds of the directors may propose to convene the board meeting, and the chairman of the meeting shall be temporarily elected by all directors except the chairman.
Article 32 The company shall notify all directors 10 days before the board meeting, and the board meeting shall be held at least twice a year.
Article 33 The meeting of the board of directors shall make minutes of the matters discussed, and the directors present at the meeting shall sign the minutes, and the signing directors shall be responsible for the resolutions of the board of directors.
Article 34. The meeting of the board of directors adopts the "one person, one vote" system and votes by secret ballot according to the number of people present at the meeting. When the votes are equal, the chairman has the right to make the final decision.
Article 35. The meeting of the board of directors of the company shall be held only when more than half of the directors are present. The resolution made at the board meeting shall be valid only if it is signed by more than half of all directors.
When the voting at the board meeting touches the personal interests of a director, the director has no right to vote, but it is counted as a quorum.
Article 36. When a board meeting is held, the directors shall attend in person. If a director is unable to work overtime for some reason, he may entrust other directors to attend the board meeting on his behalf in writing, and the power of attorney shall specify the scope of authorization.
Article 37 The Company shall have one supervisor instead of the board of supervisors, and the supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of the chairman and manager who violate laws, regulations or the articles of association when performing their duties.
(three) when the chairman and manager's behavior infringes on the interests of the company, ask the chairman and manager to correct it;
(4) Proposing to convene temporary units of Southeast University;
(5) Other functions and powers as stipulated in the articles of association. Supervisors attend board meetings as nonvoting delegates, and may participate in the discussion of relevant matters, but do not exercise their voting rights.
Article 38 The company shall have a general manager who shall be appointed or dismissed by the board of directors.
Article 39 The manager shall be responsible to the board of directors and exercise the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing 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 appoint or dismiss other management personnel other than those appointed or dismissed by the board of directors;
(8) The manager shall attend the meetings of the board of directors stipulated in the articles of association and other powers granted by the board of directors.
Article 40. When exercising his functions and powers, the manager shall not change the resolutions of Southeast University Association and the board of directors beyond the scope of authorization, and shall not exercise his functions and powers in violation of the Company Law and other relevant laws.
Article 41. The assistant manager assists the manager in his work. In the absence of the manager, the deputy manager designated by the manager shall exercise the functions and powers of the manager on his behalf, and the manager shall be responsible for the actions of his designated agent.
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