A model of incorporation of articles of incorporation

Company Incorporation | Articles of association
Chapter I. GENERAL PROVISIONS
This regulation is formulated in accordance with the company law of the People's Republic of China, the regulations of Shenzhen Special Economic Zone Limited liability company and relevant laws and regulations.
The second article of the Company (hereinafter referred to as the company) all activities must comply with the national laws and regulations, and under the protection of national laws and regulations.
The third company is registered in the * * * Industry and Commerce Administration Bureau.
Name: * * * Co., Ltd.
Residence: * * * floor room, City Road.
Fourth the company's business scope is:
The scope of business is subject to registration by the registered authority. The Company shall engage in activities within the registered business scope.
Fifth the company according to business needs, can invest abroad, set up branch offices and offices.
Sixth the business term of the company is year, calculated from the date of the company's approval of registration.
Chapter II Shareholder
Seventh company shareholder altogether:
Party
Name or title:
Residence
License Registration number: (Natural person is the identity card number):
b
Name or title:
Residence
License Registration number: (Natural person is the identity card number):
(Note: If a plurality of shareholders follow this analogy)
The following rights are vested in the shareholders:
Have the right to elect and be elected as directors of the company, supervisors;
To convene a shareholder meeting in accordance with the laws and regulations and the provisions of these articles;
Supervise the business activities and daily management of the company;
(d) Have the right to inspect the articles of association, the shareholders Meeting minutes and the company financial Accounting report, and make suggestions and questions to the company's operation;
(v) The dividend is divided according to the proportion of capital contribution, and the company has the right of priority to pay
(vi) After the dissolution of the liquidation of the company, share the surplus assets according to the proportion of capital;
(vii) When the company violates its lawful interests, it has the right to make a request to the people's Court with jurisdiction to rectify the act and cause economic loss, and may claim compensation.
Nineth shareholders fulfill the following obligations:
To pay the recognized funds as stipulated;
To bear the responsibility for the company by the amount of the pledged contribution;
The company shall not draw back the capital contribution after it has been approved for registration;
Abide by the company's regulations and keep company secrets;
(five) support the company's management, put forward rationalization proposals to promote the company's business development.
Tenth after the company is established, it shall issue a capital contribution certificate to the shareholders, and the certificate of capital contribution contains the following matters:
(a) The name of the company;
(b) The date of registration of the company;
(c) The registered capital of the company;
(iv) The name of the shareholder and the contribution to be paid;
(e) The number and date of issuance of the capital contribution certificate.
The capital contribution certificate shall be signed by the legal representative of the company and stamped by the company.
11th The Company shall maintain a register of shareholders and record the following matters:
(a) The name of the shareholder;
(b) The domicile of the shareholder;
(c) The amount of capital contribution of the shareholder and the proportion of capital contribution;
(d) The number of the capital contribution certificate.
Chapter III Registered Capital
12th the registered capital of the company is RMB million. The amount of capital contribution and the contribution ratio of each shareholder are as follows:
Proportion of capital contribution of shareholder name or name
13th shareholders to (money, physical, industrial property rights, non-patented technology, land use rights) capital contribution.
14th The shareholders shall pay their respective contributions in full before the registration of the company.
If the shareholders do not pay the pledged contributions, they shall bear the liability for breach of contract to the shareholders who have paid their contributions in full.
Or:
14th the registered capital of the company is paid in instalments within two years from the date of registration of the company, and the initial contribution amount is paid before the company registers and is not less than 50% of the registered capital.
If the shareholders do not pay the pledged contributions, they shall bear the liability for breach of contract to the shareholders who have paid their contributions in full.
15th shareholders may contribute in non-monetary funds, but they must handle the formalities in accordance with the provisions of the laws and regulations.
The 16th article shareholder may transfer its capital contribution according to law.
The fourth Chapter shareholder meeting
17th The company has a shareholder meeting, shareholders will be composed of all shareholders, shareholders will be the company's highest authority.
18th The shareholders will exercise the following powers:
(a) determining the company's operating principles and investment plans;
(b) The election and replacement of directors to determine the remuneration of the directors concerned;
(iii) the election and replacement of supervisors appointed by shareholders to determine matters relating to the remuneration of supervisors;
(iv) Consideration of the approval of the Board's report;
(v) To consider approving reports of the Board of Supervisors or supervisors;
(vi) Consider approving the company's annual financial budget plan and final account plan;
(vii) Consider approving the company's profit distribution scheme and the deficit-making programme;
(eight) to the company to increase or reduce the registered capital to make a resolution;
(ix) To make resolutions on the issuance of corporate bonds;
(10) to make a resolution on the transfer of shareholder funds;
(11) To make resolutions on matters such as merger, Division, alteration of company form, dissolution and liquidation;
(12) To formulate and amend the Articles of Association of the company.
19th The shareholders meeting shall exercise the right of voting by the shareholders in proportion to the contribution.
The company shall agree to increase or reduce the registered capital, Division, merger, dissolution, alteration of company form and amendment of the Articles of incorporation of the company.
20th. The annual meeting of the shareholders will be held annually for regular meetings, held in December each year. The company has a major problem, by representing more than One-fourth of the voting rights of shareholders, more than One-third directors, or the supervisor proposed, may convene an interim meeting.
21st The shareholders meeting shall be convened by the Board of Directors, chaired by the Chairman, and the Chairman may not perform his duties for special reasons, the vice chairman or other director appointed by the Chairman shall preside.
Or:
21st The Meeting of shareholders shall be convened and presided by the Executive Director and the Executive Director may not perform his duties for special reasons, the shareholders nominated by the Executive Director shall convene and preside.
22nd the convening of a shareholder meeting shall be communicated to all shareholders in writing or otherwise by 15th before the meeting. If the shareholders are unable to attend, they may entrust an agent to attend.
Under normal circumstances, the shareholders will be effective if they agree with the shareholders who have half of the total shareholder (including half) and one-second of the voting rights.
Amendments to the Articles of association must be in the total number of shareholders (including half), and on behalf of more than two-thirds of the voting rights of shareholders agree, shareholders will be the resolution of the effective.
23rd the shareholders ' meeting shall make a record of the decision of the matter under discussion, and the shareholders present shall sign the minutes of the meeting.
Fifth. Board of Directors (or: Executive director)
24th The company has a board of directors, a total of members of the Board, (note: 3-13) Among them: the chairman of a person. (Note: Whether or not to set up the vice Chairman's discretion)
Or:
24th the company does not set up a board of directors, an executive director, the Executive Director exercise the right of the board.
25th The Chairman shall be the legal representative of the company and shall be elected by the Board of Directors. (or: To be appointed by a shareholder) for a term of office. (Note: No more than three years)
Or:
25th The Executive Director shall be the legal representative of the company, elected by the shareholders ' meeting for a term of one year (note: not exceeding three years).
26th a Director shall nominate a candidate according to the proportion of the shareholder's contribution, which shall be elected by the shareholder.
Or:
26th an Executive director is nominated by a shareholder and elected by the shareholders ' meeting.
17th the term of office of the Director (note: No more than three years), the Director of the term of office, can be re-elected. A Director shall not discharge his duties without undue notice until the expiry of his term of office.
Or:
27th an executive director expires, he or she may be re-elected. Before the expiration of the term of office, shareholders will not be discharged from their duties for no reason.
28th the Board of Directors (or: Executive Director) shall be responsible to the shareholders, exercising the following powers:
(a) to convene the shareholders ' meeting and report to the shareholders ' meeting;
(b) Implement the resolutions of the shareholders ' meeting;
(c) Determining the company's business plan and investment plan;
(iv) The formulation of the company's annual financial budget plan, the final account plan;