How To Draw Up The Articles Of Advertising Operation Company

general provisions

Article 1. According to the provisions of the company law of the People's Republic of China and other relevant laws and regulations, the company shall make joint contributions to the establishment of the company.

The second company name is: the company is the company (hereinafter referred to as the company).

The third residence of the company is:

The fourth company's organizational form is a limited liability company. It has the qualification of an enterprise legal person, and the shareholder is responsible for the company with the amount of its capital contribution. The company is responsible for the company's debts with all its assets.

Second chapter business scope

The fifth business scope of the company is: design, production, release, agent advertising at home and abroad, trademark, logo, packaging, installation and other printing products, such as design, production, film and television production, intermediary services and other market research and information consultation.

The third chapter is registered capital, shareholder's capital contribution and capital contribution.

Sixth, the registered capital of the company is RMB.

Seventh shareholder names

Party A: the company's legal representative is Mr.

Party B: the company's legal representative is Mr.

Eighth shareholders pay in cash.

Among them, Party A is funded by the yuan, the yuan, the yuan, the yuan and the yuan.

Party B shall contribute to the gross domestic product of the gross domestic product (RMB) of the registered capital.

The fourth chapter is the rights and obligations of shareholders.

The ninth shareholders have the following rights:

1. participate in the meetings of shareholders and exercise their voting rights in proportion to their contributions.

2. the right to elect and be elected, to execute the board and members of the board of supervisors;

3. dividends should be divided according to the proportion of contribution.

4. when the company increases its capital, it will give priority to the capital contribution.

5. pfer the right to invest in accordance with the law.

6. preemption of pfer of capital contributions to other shareholders of the company;

7. after the company has terminated its liquidation, the remaining property rights shall be separated according to law.

8. check the minutes of shareholders' meeting and the right of financial accounting status.

Tenth shareholders can pfer all or part of their capital contributions.

The eleventh shareholders shall perform the following obligations:

1. pay the capital contributions subscribed according to the regulations.

2. assume responsibility for the company's capital contribution.

3., after the company's registration, no capital contributions can be withdrawn.

4. complying with the articles of Association;

5. consciously safeguard the legitimate rights and interests of the company;

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

When the twelfth shareholders pfer their capital contributions to shareholders other than shareholders, they must agree with more than half of all shareholders. Those who do not agree to the pfer should purchase the capital contribution of the pfer. If they do not purchase the capital contribution of the pfer, they will be deemed to have agreed to pfer the capital contribution pferred by the shareholders' consent. Under the same conditions, other shareholders have the right of preemption for the capital contribution.

The sixth chapter is about the company's organization and its generating methods, functions and powers and rules of procedure.

The thirteenth company's shareholders' meeting is composed of all shareholders, and the shareholders' meeting is the power organ of the company.

The fourteenth shareholders of the company exercise the following functions and powers:

1. decide on the company's business principles and investment plans;

2. election and replacement of executive directors and decisions on remuneration for executive directors;

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

4. to consider and approve the reports of the executive directors;

5. to consider and approve the report of the supervisor;

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

7. consideration and approval of the company's profit distribution and compensation scheme;

8. to make resolutions on increasing or decreasing registered capital;

9. make resolutions on the issuance of corporate bonds;

10. a resolution is made on the pfer of capital from shareholders to shareholders other than shareholders.

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

12. amend the articles of association.

Fifteenth ways of voting and voting procedures of shareholders' meetings:

1. the resolution of the shareholders' meeting to increase or decrease the registered capital, split up, merge or dissolve or change the form of the company shall be approved by the shareholders who represent more than 2/3 of the voting rights.

2. a resolution to amend the articles of association must be passed on behalf of 2/3 of the voting shareholders.

3. the shareholders' meeting shall be exercised by the shareholders in accordance with the proportion of capital contributions.

4. the first meeting of the shareholders' meeting shall be convened and presided over by the shareholders with the most capital contribution, and exercise their functions and powers in accordance with the provisions of the company law.

5. the meeting of the shareholders' meeting is divided into regular meetings and temporary meetings: regular meetings are held on one month of the year, and the shareholders and supervisors representing more than 1/4 voting rights are proposed to convene a temporary meeting; the meeting of the shareholders meeting is convened and presided over by the directors;

6. when holding a shareholders' meeting, the shareholders shall be notified fifteen days before the meeting. The shareholders' meeting shall make minutes of decisions on the matters to be discussed. The shareholders attending the meeting shall sign the minutes of the meeting.

Sixteenth companies do not have a board of directors, only one executive director. The executive director will serve for a term of three years, and his term of office expires and he will be re elected.

The seventeenth executive director is the legal representative of the company.

The eighteenth executive directors are responsible for the shareholders' meeting and exercise the following functions and powers:

1. be responsible for the shareholders' meeting and report to the shareholders' meeting.

2. implementing the resolution of the shareholders' meeting;

3. on behalf of the company to sign relevant documents;

4. decide on the company's business plan and investment plan;

5., formulate the annual financial budget plan and final accounts plan of the company;

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

7. formulating plans for increasing or decreasing registered capital;

8., draw up a plan for company merger, division change and company dissolution.

9. decides the establishment of the internal management organization of the company;

10. appoint or dismiss the general manager of the company, appoint or dismiss the deputy general manager, financial controller, and decide the remuneration matters according to the nomination of the general manager.

11., formulate the basic management system of the company.

The nineteenth company has a general manager who is appointed or dismissed by the executive director.

Twentieth, if the executive director is the general manager, he will be appointed or dismissed by the shareholders' meeting.

The twenty-first general manager is responsible for the executive director and exercises the following functions and powers:

1. presided over the production and operation management of the company, and organized and implemented the resolution of the shareholders' meeting.

2. organize the implementation of the company's annual business plan and investment plan;

3., draw up a 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., it is requested to appoint or dismiss the deputy general manager and chief financial officer of the company.

7. appointment or dismissal of personnel other than the appointment or dismissal of the executive director;

8. the relevant documents are signed by the authorized representative company.

9. articles of association and other functions and powers conferred by the executive director.

The twenty-second company has one supervisor.

The shareholders' committee shall be elected and replaced, and the staff representatives shall be supervisors, and shall be democratically elected by the company workers' Congress.

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

1. check company finance;

2. supervise the executive directors and general managers in violation of laws, regulations or articles of association when they perform their duties.

3. when executive director and general manager's behavior damages the interests of the company, the executive director and general manager shall be corrected.

4. proposal to convene an interim shareholders' meeting;

5. other functions and powers stipulated in the articles of association of the company.

The seventh chapter is the profit distribution of the company.

The twenty-fourth company profits are allocated according to the proportion of shareholders' capital contribution to the registered capital of the company.

The twenty-fifth company distribus profits once a year.

No profit distribution is made before the company's losses are made up.

The eighth chapter is financial accounting and labor employment system.

The twenty-sixth company establishes and improves the financial accounting system according to the relevant laws and regulations of our country.

The company shall make financial and accounting reports at the end of each accounting year and send them to shareholders within 2 months of the next accounting year.

The twenty-seventh companies should pay taxes according to the relevant laws of the state.

The twenty-eighth companies strictly abide by the relevant laws and regulations of the state on labor and employment, and implement the labor employment system.

The ninth chapter is about the company's

Reasons and liquidation methods

When twenty-ninth companies fail to pay off their due debts and are declared bankrupt according to law, the people's court shall, in accordance with the law, organize shareholders, relevant organs and professionals to set up a liquidation team to carry out property liquidation of the company.

The thirtieth company may be dissolved under one of the following circumstances:

1. when the business period stipulated in the articles of association or the other causes of dissolution stipulated in the articles of association appear;

2. the resolution of the shareholders' meeting shall be dissolved.

3. because of company merger or

Need to be disbanded.

Where a thirty-first company is dissolved in accordance with the first or second provisions of the preceding article, a liquidation group shall be established within fifteen days. The liquidation group shall be composed of shareholders. If the liquidation team is not set up for liquidation within the time limit, the creditor may apply to the people's court to appoint the relevant personnel to form a liquidation team for liquidation.

The thirty-second liquidation team exercises its functions and powers according to the provisions of the company law during the liquidation period.

After the liquidation of the thirty-third company is concluded, the liquidation team shall make a liquidation report, report it to the shareholders' meeting, and report it to the company registration authority for record, and make a cancellation of the company registration notice.

The tenth chapter is the rest.

Article thirty-fourth a company may amend its articles of association on the basis of need or changes in company registration matters. The amended articles of association shall not contravene laws and regulations, and shall amend the articles of voting of the company's articles of association, which shall be represented by the shareholders' committee above 2/3.