Examples Of Articles Of Association Of Limited Companies

general provisions

Article 1 in order to standardize the company's behavior and protect the legitimate rights and interests of shareholders, the articles of association are specially formulated according to the company law of the People's Republic of China and relevant laws and regulations, and in combination with the actual situation of the company.

The second company name:

Third company residence:

The fourth companies are jointly invested.

The fifth companies are registered with the Administrative Bureau for Industry and Commerce in accordance with the law and obtain the legal person qualification.

The sixth company is a limited liability company with independent accounting, independent operation and self financing.

Shareholders are liable to the company for the amount of their capital contribution, and the company is responsible for the debts of the company with all its assets.

The seventh company resolutely adheres to the provisions of the state laws, regulations and articles of association, protects the interests of the state and the public, and accepts relevant government supervision.

The eighth purpose of the company is:

The ninth articles of association of the company are binding on the company, shareholders, executive directors, supervisors and managers.

The tenth articles are discussed and passed by all shareholders and become effective after the company's registration.

The second chapter is about the scope of operation of the company.

The eleventh company's business scope:

(subject to the approved business scope of the company registration authority)

The third chapter is the registered capital of the company.

Twelfth, the registered capital of the company is RMB 10000 yuan.

The fourth chapter is the shareholder's name.

Shareholder a:

Shareholder B:

The fifth chapter is the rights and obligations of shareholders.

Fourteenth shareholders' rights

1, vote according to its share of contribution;

2, the executive directors and supervisors shall be elected and elected.

3. Check the shareholders' meeting minutes and financial reporting rights.

4. Dividends should be divided according to the laws, regulations and the articles of association.

5, pfer capital contributions in accordance with the law and give priority to the pfer of capital contributions from other shareholders of the company.

6, give priority to subscribe to the new registered capital of the company.

7. After the company has terminated, the company's remaining property will be obtained according to law.

Obligations of fifteenth shareholders

1, pay the subscribed contribution;

2, the debt of the company shall be borne in accordance with the amount of the amount paid by the company.

3, after the registration of a company, no capital contributions can be withdrawn.

4. Abide by the articles of association.

The sixth chapter is about the way of capital contribution and capital contribution by shareholders.

The sixteenth contribution of shareholders of the company is as follows:

Shareholders a: the total amount of capital contribution is RMB 10000 yuan, accounting for% of the registered capital.

Shareholders B: with capital contribution, the amount of investment is RMB.

000 yuan, accounting for 0% of the registered capital.

The seventh chapter is about the conditions for shareholders to pfer capital contributions.

The seventeenth shareholders can freely pfer their capital contributions without the consent of the shareholders' meeting.

Eighteenth shareholders pfer capital to shareholders other than shareholders:

1. Shareholders who need more than half of the voting rights must agree.

2. Shareholders who do not agree to pfer should purchase the capital contribution of the pfer. If they do not purchase the pferred capital contribution, they shall be deemed to agree to the pfer.

3, under the same conditions, other shareholders have the right of preemption.

The eighth chapter is about the company's organization and its method of formation, authority and rules of procedure.

The nineteenth company's shareholders' meeting is composed of all shareholders. The shareholders' meeting is the power organ of the company and exercises the following functions according to law:

1, determine the company's business principles and investment plans;

2, elect and replace the executive director and decide the remuneration of the executive director;

3, elect and replace the supervisors appointed by the shareholders' representatives and decide on the remuneration of supervisors.

4, deliberate and approve the report of the executive director;

5, deliberating and approving the report of the supervisor;

6, consider and approve the annual financial budget plan and final accounts plan of the company;

7, deliberate and approve the company's profit distribution plan and make up the deficit plan;

8, make resolutions on the company's increase or decrease in registered capital;

9, shareholders make decisions on pferring capital contributions to shareholders other than shareholders.

10, make resolutions on matters such as merger, division, alteration of company form, dissolution and liquidation.

11, amend the articles of association.

The twentieth shareholders' meetings are divided into regular meetings and temporary meetings, which are convened and presided over by executive directors. When the executive directors fail to perform their duties for special reasons, they shall be convened and presided by the shareholders designated by the executive director.

A regular meeting shall be held once a year. When a company has major problems, a shareholder representing more than 1/4 of the voting power may propose an interim meeting.

Article twenty-first shareholders' meetings shall be convened, and all shareholders shall be notified before the 15 day of the meeting.

The shareholders' meeting shall make resolutions on the matters discussed, and the resolution shall be voted by the shareholders representing more than 1/2 of the voting rights. However, the shareholders' meeting shall vote on the company's decision to increase or reduce the registered capital, split up, merge, dissolve or change the company's form and amend the company's articles of association, and shall be voted by a shareholder representing more than 2/3 of the voting rights.

The shareholders' meeting shall give a summary of the decisions on the matters to be discussed, and the shareholders attending the meeting shall sign the minutes of the meetings.

The twenty-second company does not have a board of directors, and an executive director is elected by the shareholders' meeting.

The twenty-third executive directors are responsible for the shareholders' meeting and exercise the following functions and powers.

1. Responsible for convening shareholders' meetings and reporting to shareholders' meetings.

2, implement the resolution of the shareholders' meeting;

3, determine the company's business plan and investment plan;

4, formulate the company's profit distribution plan and make up the deficit plan;

5, formulate the company's annual financial budget plan and final accounts 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, appoint or dismiss a company manager, a financial person in charge, and decide on his remuneration.

10, formulate the basic management system of the company.

The twenty-fourth executive directors shall serve for a term of three years, and the term of office may expire.

The twenty-fifth company has a manager who can be concurrently appointed by the executive director after the consent of the shareholders' meeting.

The manager exercises the following functions and powers:

1. Preside over the production and management of the company.

2, organize and implement 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, hire or dismiss the deputy manager, financial controller and other responsible managers.

The twenty-sixth company establishes a supervisor and is elected by the shareholders' meeting.

The executive director, the manager and the person in charge of Finance shall not serve as supervisor at the same time.

The twenty-seventh supervisors have three years' term of office, and the term of office of supervisors is over.

The twenty-eighth supervisors exercise the following functions and powers:

1. Check company finance;

2, when the executive director or manager performs the duties of the company, he violates laws, regulations or articles of association.

3, when the executive director or manager's behavior damages the interests of the company, the executive director and manager shall be required to rectify it.

4, the proposal to convene an interim shareholders' meeting.

The ninth chapter is the legal representative of the company.

The twenty-ninth is the executive director of the company's legal representative.

Thirtieth the company's legal representative is allowed to be held by non shareholders.

The tenth chapter is about the reasons for company dissolution and the liquidation method.

The thirty-first companies shall be dissolved under one of the following circumstances:

1. The expiration of the business term;

2, resolution of shareholders' meeting shall be dissolved;

3, the merger and division need to be dissolved.

4, in violation of national laws and administrative regulations, be ordered to close according to law;

5, other statutory causes need to be dissolved.

Where a thirty-second company is dissolved in accordance with articles (1) and (2) of the preceding article, a liquidation group shall be established within 15 days, and the liquidation group shall be determined by the shareholders' committee. In accordance with the provisions of the preceding article (4) and (5), the relevant competent authority shall organize the relevant personnel to set up a liquidation team for liquidation.

The thirty-third liquidation team exercises the following functions during the liquidation period:

1. Clean up company assets and prepare balance sheets and property lists separately.

2, notice or announcement creditors;

3, handle unliquidated business related to liquidation;

4, pay the taxes owed.

5, liquidate creditor's rights and debts;

6, deal with the remaining property after the company has paid off its debts.

7, agents participate in civil litigation activities.

The thirty-fourth liquidation group shall notify the creditor within 10 days from the date of its establishment, and at least three times in the newspapers within 60 days, and the creditor shall declare the claim to the liquidation team within 90 days from the date of the first announcement within 30 days from the date of receiving the notice.

When a creditor declares his creditor's rights, he shall explain the relevant matters of the creditor's rights, and provide proof materials, and the liquidation team shall register the creditor's rights.

The thirty-fifth liquidation team shall, after clearing up the company's assets, preparing the balance sheet and the inventory of property, make a liquidation plan and report it to the shareholders' meeting or the competent authorities concerned for confirmation.

If the company's property can repay the company's debts, it shall pay the liquidation expenses separately, the staff's wage level and the labor insurance expenses, pay the taxes owed, and pay off the company's debts.

The remaining assets of a company's property after its liquidation in accordance with the preceding paragraph shall be allocated according to the capital contribution ratio of the shareholders.

During the liquidation period, the company shall not carry out new business activities.

The company's assets shall not be allocated to shareholders unless they are paid in accordance with the provisions of the second paragraph.

The thirty-sixth is liquidated by the company's dissolution. The liquidation team should immediately apply to the people's court for bankruptcy if it finds that the company's property is insufficient to repay its debts after cleaning up the company's property, making up its balance sheet and property list.

After a company's ruling is declared bankrupt by the people's court, the liquidation team shall hand over the liquidation matters to the people's court.

After the liquidation of the thirty-seventh company is concluded, the liquidation team shall make a liquidation report, report it to the shareholders' meeting or the relevant competent authority, and submit it to the company registration authority, and the applicant company shall cancel the registration and announce the termination of the company.

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