Company Agreement And Legal Risk Warning

A company establishment agreement is an agreement signed by a person to regulate the rights and obligations of the various parties in the process of establishing the company.

Because the establishment of the agreement mainly solves the problem of setting up a contributive fund, it is often referred to as a capital contribution agreement or an investment agreement.

The company law does not specify the agreement, but it does not mean that the establishment of the agreement is not important. Once the agreement is not designed, it will not only affect the process of the establishment of the company, even its success or failure, but also will adversely affect the operation of the company after its establishment.

Therefore, it is very important to take precautions against the legal risks in the company's establishment agreement.

First, there is a lack of written agreement on company establishment.

Some people believe that the obligations of the contributers have already been stipulated in the articles of association. The company's establishment is only a series of registration procedures, and the risk is not large. Therefore, it is not important for the company to set up an investment agreement.

This view ignores an important fact: the process of company establishment is also risky.

Although the threshold for setting up a company is not high, the failure of the company can not be completely ruled out for various reasons. Once a company fails to establish a company, a series of expenses arising from the establishment of the company will be easily shared.

The risk that a person has to bear will continue until the establishment of the company. If some contributors fail to fulfill their obligation to invest, the other party shall bear joint and several liability.

In order to protect the lawful interests of the person who establishes the contract, it is clear that in the establishment agreement, the specific breach responsibility of the breach of contract investor should be clearly stipulated.

After the establishment of a company, the shareholders of a company are bound by the articles of association. However, only by virtue of the articles of association, they can not effectively restrain the shareholders of the company, so they can make full use of the establishment agreement to restrict the establishment.

Therefore, from the point of view of reducing the legal risk, the establishment of a company should establish an agreement when setting up a company.

Two, the company's establishment agreement is not complete.

The company's establishment agreement mainly solves the problem of the contributive capital of the establishment, so the terms of setting up the amount, method and time of the person's contribution must be the focal point for the establishment of the agreement.

A complete set of agreements should include the following main provisions: 1, the basic conditions of establishing a person; 2, the basic conditions of establishing a company, such as the company's name, residence, registered capital and scope of operation, etc.; 3, the amount of capital contribution, the proportion of investment, the time limit for capital contribution, the proportion of share capital, and the pfer of shares, etc.; {page_break}4, the rights and obligations of the establishment of the person; 5, the cost of the company's failure to establish the company; 6, the confidentiality agreement set up by the person for specific information; 7, the terms of the specific behavior of the shareholders determined by the negotiation, such as competition restrictions, 8, the terms of breach of contract, 9, the terms of the rescission and the dispute settlement clause; 10, the distribution of company profits, etc. Convention

We can also agree on the establishment of the company and the candidates for the main posts.

Three, the agreement set up by the company is not practical.

High quality contracts should be agreed on utility. Company agreement is a kind of contract, and should also have the characteristics of agreement and practicality.

The establishment agreement which is not practical is often only a mere scrap of paper. It is difficult to achieve the purpose of the agreement.

The practical agreement of agreement is actually the refinement and extension of the basic provisions. For the specific circumstances of the paction, the skills of making practical clauses and the skills of making general contracts are the same.

Four, the company's agreement is not clear.

High quality contracts should be agreed clearly. The company's establishment agreement is one of the contracts, and it should also have a definite agreement. The clause of breach of contract should be clear, and the specific content of breach of contract can be identified clearly and the liability for breach of contract is clear.

The skill of making a provision that meets the requirement of definiteness is the same as that of a general contract.