Joint-stock cooperative enterprises operate independently according to law and are responsible for their own profits and losses with all their corporate property. Article 5 A joint-stock cooperative enterprise must formulate its articles of association in accordance with these Measures. Articles of association are binding on employees, shareholders and non-shareholders.
The business scope of a joint-stock cooperative enterprise shall be stipulated in the articles of association and registered according to law. Projects within the business scope of enterprises restricted by laws and regulations shall be approved according to law. Article 6 Where a joint-stock cooperative enterprise uses a company name, it shall indicate the words "cooperative company" in its name. Article 7 The enterprise management and social management of joint-stock cooperative enterprises shall follow the principle of separation.
The right to operate a joint-stock cooperative enterprise shall be exercised by investors in accordance with these Measures and the articles of association of the enterprise in proportion to the total shares held by them.
The economic and social administration of a joint-stock cooperative enterprise shall be the responsibility of the people's government of the district or county where the enterprise is registered and its relevant departments, except as otherwise provided by laws, regulations and provinces, prefectures and cities. Chapter II Establishment Article 8 The establishment of a joint-stock cooperative enterprise shall meet the following conditions:
(1) Having a certain number of shareholders;
(2) Having a minimum registered capital;
(3) Articles of association jointly formulated by shareholders;
(4) An organization with an enterprise name and specifications;
(5) Having a fixed place for production and business operation and necessary conditions for production and business operation. Article 9 There shall be no fewer than 8 employee shareholders in a joint-stock cooperative enterprise.
Non-shareholder employees shall not exceed 20% of the total number of employees in the enterprise. Article 10 The establishment of joint-stock cooperative enterprises can be divided into initiation and reorganization.
Initiation refers to the establishment of a joint-stock cooperative enterprise by two or more promoters in accordance with these measures.
Restructuring and establishment refers to the restructuring of existing enterprises into joint-stock cooperative enterprises in accordance with the relevant provisions of the state and this province after assets verification, clear property rights and assets evaluation and confirmation. Article 11 The articles of association of a joint-stock cooperative enterprise shall specify the following items:
(1) The name and domicile of the enterprise;
(2) Type of enterprise;
(3) Business scope;
(4) Registered capital;
(5) The mode and limit of contribution of shareholders.
(6) Names of shareholders.
(7) Rights and obligations of shareholders and non-shareholder employees;
(8) Conditions and procedures for share purchase and transfer;
(nine) the organization of the enterprise and its methods, functions and rules of procedure;
(ten) the legal representative of the enterprise production procedures, term and authority;
(eleven) financial management system and profit distribution methods;
(twelve) the reasons for the dissolution of the enterprise and the liquidation methods;
(13) Procedures for amending the Articles of Association;
(14) Other matters that shareholders think need to be stipulated. Article 12 The amount of registered capital of a joint-stock cooperative enterprise shall be commensurate with its business scope, and the minimum amount of registered capital shall be handled in accordance with the relevant provisions on the registration of enterprises as legal persons. Article 13 Shareholders may make capital contributions in cash or in kind, industrial property rights, non-patented technology and land use rights. Implement capital contribution, industrial property rights, non-patented technology or land use rights. Property must be evaluated and verified, and the evaluation cannot be too high or too low. The evaluation and pricing of land use rights shall be handled in accordance with the provisions of laws and regulations.
The amount of investment with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of the enterprise, unless the state has special provisions on the adoption of high-tech achievements. Fourteenth state-owned enterprises, collective enterprises into joint-stock cooperative enterprises, state-owned assets, collective assets can be used as borrowed assets, but also by enterprise employees to buy. With state-owned assets and collective assets as borrowed assets, the restructured joint-stock cooperative enterprise shall pay the asset occupation fee to its competent department or investor in accordance with the regulations.
The asset occupation fee rate shall be determined by the state-owned assets management department and the collective assets management department in conjunction with the original enterprise department and the finance and taxation department. Article 15 The restructuring and establishment of a joint-stock cooperative enterprise shall be subject to the consent of the asset owner or the representative of the asset owner and the approval of the workers' (representatives') meeting, and the enterprise shall apply to the relevant departments, and after examination and approval, it shall go through the establishment registration with the enterprise registration authority. Article 16 The examination and approval of the restructuring and establishment of provincial enterprises shall be the responsibility of provincial competent committees, offices, departments and bureaus or authorized holding (group) companies and asset management companies.
Departments designated by state, prefecture, city and county people's governments are responsible for the examination and approval of the restructuring and establishment of state-owned enterprises.