Establishment Of A Limited Liability Company Contract

general provisions

Article 1 the company and the company, under the principle of mutual benefit and common development, have fully negotiated and decided to jointly invest in the establishment of a company and establish a specific contract.

The second chapter is capital contribution.

The second contributive parties are:

Party A: Company

Legal representative: Duty:

Legal address:

Party B:

Legal representative: Duty:

Legal address:

The third chapter is the establishment of a company.

The third party A and B decide to set up a company in the city according to the "company law of the People's Republic of China" and the relevant laws.

Address:

The fourth company is a limited liability company, and both parties bear responsibility for the debts of the company on the basis of their respective contributions. The two sides share profits and share risks and losses in proportion to their respective capital contributions in total investment.

The fourth chapter is about the purposes, business items and scale of the company.

The fifth purpose of the company.

The sixth company's business project is.

The total investment of the seventh companies is RMB yuan, of which the registered capital is RMB.

Party A shall invest as an investment, accounting for% of the total investment.

Party B invested 10000 yuan, accounting for% of the total investment, of which 1 million 400 thousand yuan in cash and 600 thousand yuan in equipment.

Within 30 days after the signing of the contract, Party B will invest the full amount of cash in the temporary account opened by the company in the bank. The equipment investment will provide assessment proof documents and handle the pfer procedures of financial property right according to law.

Eighth the pfer of part or all of the capital contribution of the third party in any direction shall be subject to the consent of the other party.

If any party pfers part or all of its capital contribution, the other party shall have the right of preemption under the same conditions.

If he fails to comply with the above provisions, his pfer is invalid.

The fifth chapter is the responsibility of both sides.

Ninth Party A and B shall undertake the following tasks in addition to the obligations stipulated in other provisions of this Contract:

(1) Party A:

1.

2.

3.

(two) Party B:

1.

2.

Three

The sixth chapter is the board of directors.

Tenth the date of issuance of the company's business license shall be the establishment of the board of directors.

The board is composed of directors.

Among them, Party A assigns the name and Party B assigns the name.

The chairman shall be appointed by the party, and the vice chairman shall be appointed by the party.

The term of office of board members.

The Commission continued to be appointed for re-election.

The eleventh board of directors is the highest authority of the company, deciding all important matters of the company.

Decisions on major issues should be passed unanimously.

Other matters can be decided by a two-thirds majority of three.

The twelfth chairman is the company's legal representative.

If the chairman fails to perform his duties, he may temporarily authorize the vice chairman or other directors to convene and preside over it.

The thirteenth board meetings shall be convened at least once a year, and shall be convened and presided over by the chairman.

A temporary meeting of directors may be convened by more than 1/3 of the directors.

The minutes of the meeting should be filed.

The fourteenth company's management organization is decided by the board of directors.

The seventh chapter is finance and accounting.

The fifteenth company shall establish the company's financial and accounting system in accordance with the laws, administrative regulations and the provisions of the financial department under the State Council.

The sixteenth companies should make financial and accounting reports at the end of each accounting year, and verify them according to law.

In the first three months of each business year, the seventeenth companies prepare the balance sheet, profit and loss account and profit distribution plan for the previous year, and submit them to the board for deliberation and approval.

The eighth chapter is the duration of the joint venture and the expiration date.

The eighteenth company operates for a period of eight years.

The date of issuance of the business license is the date of the establishment of the company.

Nineteenth when a joint venture expires or terminates the contract ahead of time, both parties shall liquidate the company according to law.

The assets after liquidation are allocated according to the ratio of investment between Party A and Party B.

The ninth chapter is liability for breach of contract.

If the twentieth Party A and B fail to submit their capital contributions in accordance with the provisions of the contract seventh in accordance with the provisions of the contract, each party who has overdue one day shall pay the other party a% of the amount of the capital contribution as a penalty for breach of contract.

If the party fails to submit the contract within three months, the other party has the right to terminate the contract.

The twenty-first party is responsible for the loss caused by the fault of a party due to the failure of the contract to fulfill or fail to perform fully.

The tenth chapter is about the change and dissolution of contract.

Twenty-second the change of this contract requires both parties.

Agree!

The twenty-third party shall have the right to claim the rescission of the contract if any party violates the contract and causes the contract to be unable to perform or fails to perform fully.

The twenty-fourth is due to changes in national policies affecting the performance of this contract, according to the provisions of the state.

Twenty-fifth, if the state is in a state of war, the system should be unconditionally subordinated to the needs of war.

The eleventh chapter deals with the situation of force majeure.

If the twenty-sixth party fails to perform the contract due to force majeure, it shall notify the other party immediately, and within 15 days provide the details of the force majeure and the relevant supporting documents.

The twelfth chapter

Solution

Twenty-seventh disputes arising from the execution of this contract shall be settled through consultation between the two parties.

No agreement can be reached after consultation. The Arbitration Commission of the Suzhou Municipal Arbitration Commission shall submit an arbitration according to its arbitration rules.

The cost of arbitration shall be borne by the losing party.

The thirteenth chapter is about the entry into force of contract and others.

The twenty-eighth contract shall come into force after signature by both parties.

After the expiration of the contract, it can be renewed by mutual consent.

Twenty-ninth matters not covered by this contract shall be resolved through consultation between the two sides.

The thirtieth contract is in six copies, and the guarantor and the two parties hold two copies respectively.

Party A: Party B

Legal representative: legal representative:

Address: Address:

Year, month, month, day and month