In accordance with the "Company Law of the People's Republic of China" and after careful study by all shareholders, they unanimously agreed to voluntarily contribute capital to apply for the establishment of a limited liability company in accordance with the conditions stipulated in this law. The specifics are now provided. The matter formulation agreement is as follows for all parties to abide by:
1. The name of the limited liability company applied for establishment is "Limited Company" (hereinafter referred to as the company), and there are several selected names with different font sizes , the company name shall be subject to the approval of the company registration authority.
2. The company’s main business industries. The company's residence is planned to be located in Building No. 1, City District Road.
The company's business purpose is, and the company's operating period shall be subject to approval by the industrial and commercial department.
3. The company has *** shareholders, (including natural persons, corporate legal persons, social groups, institutional legal persons, and state-authorized departments.) They are:
( ), current residence, ID number.
( ) company, its domicile is in , and its legal person business license number is ().
( ) Society (association, fraternity, etc.), domiciled in .
( )The corporate legal person number is .
( ) Research institute (center, etc.), domiciled at .
4. The company’s registered capital is RMB 10,000. (Note: The minimum registered capital of a limited liability company is RMB 30,000. If laws and administrative regulations have higher provisions on the minimum registered capital of a limited liability company, such provisions shall prevail. In addition, the initial capital contribution of all shareholders of the company shall be It shall not be less than 20% of the registered capital, nor shall it be less than the legal minimum limit of registered capital. The remaining part shall be paid in full by shareholders within two years from the date of establishment of the company; among which, investment companies can pay in full within five years.) The amount and method of capital contribution of each shareholder are:
1. ( ) Capital contribution ( ) 10,000 yuan, of which 10,000 yuan will be contributed in currency (or in kind) Raw materials, finished products or semi-finished products, etc., which are a kind of tangible assets], intellectual property rights [Note: The intellectual property rights referred to here not only include trademark rights, patent rights and copyrights, but also include non-patented technologies (such as technical secrets), intellectual property investment It means that the rights holder or owner evaluates the value of the intellectual property rights owned by law, and then goes to the Patent Office, Trademark Office, Copyright Office or other management agency to handle the transfer of intellectual property rights to the investee in accordance with the contract and articles of association for establishing the company. The registration and announcement procedures of the company, the industrial and commercial registration authority determines that shareholders who invest with intellectual property rights have completed the shareholder investment obligations based on the transfer procedures], land use rights [Note: There are several points to note regarding the investment in land use rights: 1. Land. The investment is a contribution of use rights, not ownership; 2. The land use rights used for investment can only be the use rights of state-owned land, not collective land; 3. The land use rights used for investment It can only be the transfer of land use rights, not the allocation of land use rights; 4. The land use rights used for investment should be land use rights without encumbrances and other non-monetary properties that can be valued in currency and can be transferred in accordance with the law. Contribution as a price [Note: Debt, equity, mining rights, exploration rights and other property rights can be used as capital contribution], however, properties that cannot be used as capital contribution according to laws and administrative regulations are excluded [Note: The newly revised "People's Republic of China" Article 14 of the Regulations on the Registration and Management of Companies in the Republic of China stipulates the forms of property that cannot be contributed: "Shareholders are not allowed to contribute capital in the form of labor services, credit, names of natural persons, goodwill, franchise rights or properties with guaranteed properties, etc." In addition, Item 5 of Article 20 of the Regulations stipulates: "If the shareholder's first capital contribution is non-monetary property, he shall submit a document proving that the transfer of his property rights has been completed when the company is established and registered"].
2. ( ) Contribution of ( ) ten thousand yuan, of which ten thousand yuan shall be contributed in the form of currency (or in kind, intellectual property rights, land use rights, etc.).
(Note: The monetary contribution amount of all shareholders shall not be less than 30% of the company’s registered capital. After the shareholders pay the capital contribution, they must be verified by a capital verification agency established in accordance with the law and issue a certificate. After the company is established, , a capital contribution certificate shall be issued to the shareholders.) 5. Each shareholder shall pay the capital contribution amount subscribed by him in full and on time.
6. After the company name is pre-approved and registered, a temporary company account should be opened at the bank within days. If a shareholder makes a monetary contribution, he or she shall deposit the full amount of the monetary contribution into the company's temporary account within 10 days after the company's temporary account is opened. If shareholders make capital contributions in kind, they must provide appraisal certification documents and go through the transfer procedures of property rights in accordance with the law.
All shareholders have clear ownership of the assets under the Capital Contribution Agreement. There are no mortgages, guarantees or third-party rights in any form, and there are no legal obstacles to the transfer of property rights.
7. If a shareholder fails to pay the capital contribution subscribed in accordance with the agreement, in addition to paying the company in full, he must also bear liability for breach of contract to shareholders who have paid the capital contribution in full and on time. The liability method is as follows.
8. When any party transfers part or all of its equity to a third party, it must obtain the consent of more than half of the other shareholders. Under the same conditions, other shareholders have the right of first refusal. If a shareholder fails to respond within thirty days from the date of receipt of the written notice of equity transfer, it shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity. If they do not purchase, they will be deemed to have agreed to the transfer. If the above provisions are violated, the transfer will be invalid. (Note: If all shareholders have separately agreed on the method of equity transfer, you do not need to fill in this article.)
9. Shareholders shall be responsible for the company's debts based on the amount of capital contributions they have subscribed; Share profits and bear risks and losses proportionately. (Note: If all shareholders agree not to distribute dividends according to the proportion of capital contribution or not bear risks and losses according to the proportion of capital contribution, this article does not need to be filled in.)
10. The rights of shareholders are:
1. Check and copy the company's articles of association, shareholders' meeting minutes, board meeting resolutions, supervisory board meeting resolutions and financial accounting reports;
2. Share company profits;
3. Voting rights on company matters; (Note: Shareholders exercise voting rights in accordance with the proportion of capital contribution, unless otherwise agreed by shareholders and recorded in the company's articles of association.)
4. . (Note: The different rights of shareholders may be filled in here according to the actual situation.)
11. The obligations of shareholders are:
1. Pay the capital contribution in full and on time;
2. Share the company's operating risks and losses;
3. Abide by laws, regulations and the company's articles of association, exercise shareholder rights in accordance with the law, and shall not harm the legitimate interests of the company or other shareholders;
4. . (Note: The different obligations of shareholders may be filled in here according to the actual situation.)
12. After the shareholder’s first capital contribution has been verified by a capital verification institution established in accordance with the law, the representative designated by all shareholders or* **As an applicant, the agent entrusted by the same party shall submit the company registration application, company articles of association, capital verification certificate and other documents to the company registration authority. Each shareholder shall be responsible for the authenticity, validity and legality of the documents and certificates submitted to the company registration authority. (Note: Article 20 of the "Regulations of the People's Republic of China on Company Registration and Management" stipulates: "If laws, administrative regulations or decisions of the State Council stipulate that the establishment of a limited liability company must be submitted for approval, it shall be reported to the company within 90 days from the date of approval. The company registration authority applies for establishment registration; if the application for establishment registration is overdue, the applicant shall report to the approval authority to confirm the validity of the original approval document or apply separately for approval. ”)
13. Matters not agreed upon in this agreement shall be referred to the company. The provisions in the charter are implemented.
14. When the application for establishment of a company cannot reflect the original wishes of the shareholders due to various reasons, the application for establishment of the company may be stopped with the unanimous consent of all shareholders, and the expenses incurred shall be borne by each shareholder in accordance with the regulations.
15. This agreement is in duplicate and will become effective upon signature by all shareholders. Each shareholder shall hold one copy and shall have the same legal effect