Model Of Articles Of Association Of Limited Liability Companies (Natural Persons)
This example is designed according to the general provisions of the company law and the general conditions of the company. It is for reference only. When drafting the articles of association, please make corresponding modifications according to the company's own conditions.
Articles of association of XX limited liability company [model of the articles of association, for reference only]
In order to meet the requirements of the socialist market economy and develop the productive forces, the articles of association shall be formulated in accordance with the company law of the People's Republic of China (hereinafter referred to as the company law) and other relevant laws and administrative regulations, and the joint venture shall be jointly funded by the XX limited company (hereinafter referred to as the "company").
Chapter 1 company name and residence
Company name: XX Co., Ltd.
Second company residence: room XX, XX XX Road, XX District, Beijing.
The second chapter is about the scope of operation of the company.
The third company's business scope: planting and aquaculture, research and development of agricultural and sideline products, real estate information consultation, and self owned housing rental.
The third chapter is the registered capital of the company.
The fourth registered capital of the company is RMB 500 thousand yuan.
If a company increases or decreases its registered capital, it must hold a shareholders' meeting and pass it by all the shareholders and make a decision. If a company reduces its registered capital, it shall notify creditors within ten days from the date of making the decision, and at least three times in thirty days. The company shall change registration capital to the registration authority according to law according to law.
The fourth chapter is about the name, mode of contribution and amount of contribution of shareholders.
The names, modes of contribution and contributions of the fifth shareholders are as follows:
Shareholder name, ID card number, capital contribution amount
Shareholder -1 currency RMB 100 thousand yuan
Shareholder -2 currency RMB 100 thousand yuan
Shareholder -3 currency RMB 100 thousand yuan
Shareholder -4 currency RMB 100 thousand yuan
Shareholder -5 currency RMB 100 thousand yuan
After the establishment of the sixth company, a certificate of capital contribution should be issued to shareholders.
The fifth chapter is the rights and obligations of shareholders.
The seventh shareholders have the following rights:
(1) to participate or elect representatives to participate in shareholders' meetings and to have the right to vote according to their share of contribution;
(2) understand the company's business and financial situation;
(3) election and election as executive directors or supervisors;
(4) obtain dividends and pfer in accordance with the provisions of laws, regulations and articles of Association;
(5) give priority to other shareholders' pfer of capital contributions;
(6) give priority to the purchase of new registered capital of the company;
(7) after the company has terminated, the company's residual property will be divided according to law.
(8) the right to inspect the minutes of shareholders' meetings and the company's financial reports;
The eighth shareholders assume the following obligations:
(1) complying with the articles of Association;
(2) pay the capital contributions subscribed on time.
(3) the company's debts shall be borne according to the amount of capital contribution it has subscribed.
(4) after the company has gone through the registration procedures, the shareholders shall not withdraw the investment.
The sixth chapter is about the conditions for shareholders to pfer capital contributions.
The ninth shareholders can pfer each other wholly or partly.
The tenth shareholders' pfer of capital contribution is discussed and approved by the shareholders' meeting. When a shareholder pfers its capital contribution to a shareholder other than shareholders, it must be agreed by all shareholders. The shareholder who does not agree to pfer should purchase the capital contribution of the pfer, and if it does not purchase the capital contribution of the pfer, it shall be deemed to agree to the pfer.
After the eleventh shareholders pfer their capital in accordance with the law, the company will record the name, residence and the amount of the invested capital of the assignee on the roster of shareholders.
The seventh chapter is about the company's organization and its method of formation, authority and rules of procedure.
The twelfth shareholders, composed of all shareholders, are the authority of the company and exercise the following powers and powers:
(1) determine the business policy and investment plan of the company;
(2) elect and replace the executive director and decide on the remuneration of the executive director;
(3) to elect and replace supervisors appointed by the shareholders' representatives and decide the remuneration of supervisors;
(4) to consider and approve the report of the executive director;
(5) deliberating and approving the report of the supervisor;
(6) to consider and approve the annual financial budget plan and final accounts plan of the company;
(7) consider and approve the profit distribution plan of the company and the plan for making up the deficit;
(8) to make resolutions on increasing or decreasing the registered capital of the company;
(9) a resolution is made on the pfer of capital by shareholders to shareholders other than shareholders.
(10) make resolutions on matters such as merger, division, alteration of company form, dissolution and liquidation;
(11) amending the articles of Association;
(12) appointment or dismissal of a company manager.
The first meeting of the thirteenth shareholders' meetings shall be convened and presided over by the shareholders who have the most capital contributions.
The fourteenth East Conference shall be exercised by the shareholders in accordance with the proportion of capital contributions.
The fifteenth shareholders' meeting is divided into regular meetings and temporary meetings, and all shareholders shall be notified fifteen days before the meeting. A regular meeting shall be held every half a year, and an interim meeting shall be convened by a shareholder or supervisor who represents more than 1/4 of the voting power. Shareholders attending shareholders' meetings may also entrust others to participate in shareholders' meetings and exercise the rights specified in the power of attorney.
The sixteenth shareholders' meeting is convened and presided over by the executive director. If the executive director fails to perform his duties for special reasons, he shall be convened and presided over by the executive director in writing, and the client shall fully exercise the powers and powers of the executive director.
The seventeenth meeting shall make resolutions on the matters discussed. The resolution shall be voted by all the shareholders. The shareholders' meeting shall make a record of the decisions on the matters discussed. The shareholders attending the meeting shall sign the minutes of the meetings.
The eighteenth is that there is no board of directors and one executive director. The executive director is the company's legal representative and is responsible for the company's shareholders' meeting and is elected by the shareholders' meeting. The term of office of the executive director is 3 years, and his term of office expires. The executive director shall not discharge his duties without reason before the term of office is expired.
The nineteenth executive directors are responsible for the shareholders' meeting and exercise the following functions and powers:
(1) to convene and preside over the shareholders' meeting, examine the implementation of the shareholders' meeting, and report the work to the shareholders' meeting.
(2) implementing the resolution of the shareholders' meeting;
(3) decide on the company's business plan and investment plan;
(4) formulate annual financial plans and final accounts of the company;
(5) formulate the company's profit distribution plan and make up the deficit plan;
(6) formulate plans to increase or reduce registered capital;
(7) draw up plans for merger, division, alteration of company form and dissolution;
(8) decide on the establishment of the internal management organization of the company;
(9) nominate the manager of a company and appoint or dismiss the deputy manager and the financial controller according to the nomination of the manager, and decide on his remuneration.
(10) formulate the basic management system of the company;
(11) sign documents on behalf of the company;
(12) in cases of war and catastrophic natural disasters, the right to adjudication and disposal of company affairs shall be exercised, but such adjudication and disposal rights shall be in accordance with the interests of the company and be reported to the shareholders' meetings afterwards.
The twentieth company has 1 managers and is appointed or dismissed by the shareholders' meeting. The manager is responsible for the shareholders' meeting and exercises the following functions and powers:
(1) preside over the production and operation management of the company;
(2) organize and implement the company's annual business plan and investment plan;
(3) draw up the plan for setting up the internal management organization of the company;
(4) draw up the basic management system of the company;
(5) formulate specific rules and regulations of the company;
(6) to invite or dismiss the deputy manager of the company and the person in charge of finance;
(7) appointment or dismissal of administrative personnel other than the appointment or dismissal of the executive director;
Managers attend the meetings of shareholders' meetings.
The twenty-first company has 1 supervisors and is elected by the shareholders of the company.
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