Articles of association of foreign-funded enterprises

Articles of association of foreign-funded enterprises

The articles of association refer to the basic documents formulated by the company according to law, which stipulate the company's name, domicile, business scope, management system and other important matters. It is also a necessary written document for the company to stipulate the basic rules of the company's organization and activities. The following articles of association of a wholly foreign-owned enterprise were carefully compiled by me. Welcome everyone to learn from them, I hope it will help you.

Chapter I General Provisions

Article 1 According to the Law of People's Republic of China (PRC) on Foreign-funded Enterprises, an investor limited company (or individual) decides to invest in _ _ _ _ _ _ to establish a wholly foreign-owned limited company. Implement independent accounting and be responsible for its own profits and losses.

Article 2 The name of the company is:

English: _ _ _ _ _ _

English: _ _ _ _ _ _

Legal address: _ _ _ _ _ _

Legal Representative: _ _ _ _ _ _

Article 3 Name of the investor _ _ _ _ _ _ _ _ _ _; Legal address _ _ _ _ _ _ _; Legal Representative _ _ _ _ _ _ _.

Article 4 The company is a legal person in China and is governed and protected by the laws of China. All its activities must abide by the laws, decrees and _ _ _ _ _ rules and regulations of People's Republic of China (PRC).

Chapter II Scope and Scale of Business

Article 5 The business scope of the company is _ _ _ _ _. (laws, regulations and national industrial policies prohibit foreign investment and may not operate; Projects that require special examination and approval as stipulated by laws and regulations and are restricted by national industrial policies for foreign investment shall not be operated without approval; If the laws and regulations do not provide for special approval and the national industrial policies for foreign investment do not restrict business, they shall independently choose business projects and carry out business activities. )

Article 6 The production scale of the company is _ _ _ _ _.

Chapter III Total Investment and Registered Capital

Article 7 The total investment of the company is RMB yuan.

Article 8 The registered capital of the company is RMB.

Article 9 The mode of capital contribution of the Company is _ _ _ _ _ _ _.

Article 10 A company shall not reduce its registered capital during its operation.

Article 11 Investor's capital contribution plan: The first phase is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Article 12 An investor's capital increase, or the company absorbs other parties' participation, or reinvests the accumulated part of the company to expand the registered capital, must be approved by the board of directors and reported to the original examination and approval authority for approval.

Article 13 A company's transfer of all or part of its capital must obtain the written consent of investors and the approval of the original examination and approval authority.

Article 14 With the consent of the investors and the approval of the examination and approval authorities, the company may establish joint ventures and cooperative operations with foreign economic organizations and set up branches in other areas of China.

Chapter IV Board of Directors

Article 15 The date of issuance of the company's business license is the date of establishment of the company's board of directors.

Article 16 The board of directors shall be composed of _ _ _ _ _ _ _ _ _ _ _ _.

Article 17 The term of office of directors is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Article 18 The board of directors is the highest authority of the company and decides all major issues of the company. The following matters shall be unanimously decided by the directors attending the board meeting:

1. Modify the Articles of Association;

2. Dissolve the company;

3. Adjust the registered capital of the company;

4. One or more parties transfer their shares in the company;

5. One or more parties pledge their equity in the company to creditors;

6. Company merger or division;

7. Mortgage company assets.

Article 19 The chairman of the board is the legal representative of the company. When the chairman is unable to perform his duties, he shall authorize others to perform them on his behalf. If the chairman of the board does not explicitly authorize it, it shall be represented by the vice chairman.

Article 20 The meeting of the board of directors shall be held at least once a year (annual meeting) at the company's residence or other places designated by the board of directors, and shall be convened and presided over by the chairman. Upon the proposal of _ _ _ _ _ _ _ (more than one third of the directors), the chairman shall convene an interim meeting of the board of directors.

The notice of convening the board meeting shall include the meeting time, place and agenda, and shall be delivered to all directors in writing 10 days before the meeting. The minutes of the meeting should be filed.

Article 21 The annual meeting and interim meeting of the board of directors shall be held only when more than two thirds of the directors are present. Each director has one vote.

Article 22 Each party has the obligation to ensure that the directors appointed by it attend the annual meeting and interim meeting of the board of directors. If a director is unable to attend the board meeting for some reason, he shall issue a power of attorney and entrust others to attend on his behalf.

Article 23 If the directors appointed by one or more parties fail to attend the board meeting or entrust others to attend the meeting on their behalf, so that the board of directors can't make resolutions on major issues specified by law, the regulations and this contract (Articles of Association) shall be in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Article 24 The reminder mentioned in the preceding article shall be sent by double registered letters at least 60 days before the date of the meeting is determined, and it shall be indicated whether the notified person should reply in writing to attend the board meeting at least 45 days after the notice is sent. If the notified person fails to reply whether to attend the board meeting within the time limit specified in the notice, it shall be deemed that the notified person abstained. After the notifier receives the double registered letter, the director designated by the notifier may convene a special meeting of the board of directors. Even if the number of directors attending the special meeting of the board of directors does not reach a quorum, effective resolutions can still be made on major issues or matters of the company with the unanimous approval of all directors attending the special meeting of the board of directors.

Article 25 Directors who are not employed in the management organization of the company shall not receive remuneration from the company.

All expenses related to convening the board meeting shall be borne by the company.

Chapter V Management Department

Article 26 The establishment of several management departments by the company shall be approved by the directors.

Article 27 The Company shall have a general manager and a deputy general manager, who shall be appointed by the board of directors.

Article 28 The company implements the general manager responsibility system under the leadership of the board of directors. The general manager is fully responsible for the board of directors, implements the resolutions of the board of directors, and presides over and leads the daily production, technology and management of the company.

The specific responsibilities of the general manager are as follows:

1. According to the articles of association of the company, implement the resolutions, regulations and a series of systems adopted by the board meeting, and organize the production and business activities of the company.

2. Organize the preparation of the company's development plan, annual business plan, various business objectives and profit objectives, submit them to the board of directors for deliberation, and be responsible for implementation and execution after approval by the board of directors.

3. Presided over the formulation of the company's management rules and regulations, and submitted the drafts of financial system, labor wage system, employee attendance, reward and punishment system to the board of directors for deliberation, and implemented them after being approved by the board of directors.

4. Put forward the company's fund-raising plan, and submit the annual budget, draft final accounts and infrastructure planning to the board of directors for deliberation and approval. Supervise and control the company's financial revenue and expenditure.

5. Organize the preparation and implementation of annual, quarterly and monthly production, development and business plans according to the business objectives and annual business plans adopted by the board of directors, and be responsible for the completion of various technical and economic indicators proposed by the quantitative meeting.

6. Put forward the structure idea suitable for the management of the company, submit it to the board of directors for deliberation and approval, formulate the responsibilities of subordinate departments, hire department managers, report to the board of directors for the record, and decide the salary, welfare, rewards and punishments and promotion of such personnel according to the relevant regulations adopted by the board of directors.

7. Be responsible for submitting the annual work report and other reports to the board of directors and accepting questions from directors.

8 according to the requirements of the competent department to submit statistical reports.

9. Responsible for other business management, handle normal business within the scope authorized by the board of directors, issue various documents in the name of the company, and handle other matters entrusted by the board of directors.

10. The deputy general manager assists the general manager in his work and acts as the deputy general manager in his absence.

Article 29 The general manager and deputy general managers shall not concurrently serve as general managers or deputy general managers of other economic organizations, and shall not participate in the commercial competition of other economic organizations against the company.

Article 30 When the general manager, deputy general manager or other senior staff requests to resign, they shall submit a written report to the board of directors _ _ _ days in advance. After discussion and approval by the board of directors, he shall not leave his post before the handover is completed. If the above-mentioned personnel engage in graft or serious dereliction of duty, or engage in activities detrimental to the interests of the company, they may be dismissed at any time by resolution of the board of directors, and their economic responsibilities shall be investigated. The board of directors may also replace those who are considered incompetent by the board of directors.

Chapter VI Financial Accounting

Article 31 The company's financial accounting system shall comply with the relevant provisions of the Financial Accounting System for Solely Owned Enterprises and the Company Law.

Article 32 The fiscal year of the Company adopts the Gregorian calendar system, and the fiscal year is from 1 month 1 day to1February 3 1 day.

Article 33 All vouchers, account books and statements of the company shall be properly kept by special personnel, and no one may alter or destroy them without authorization.

Article 34 The Company adopts the real currency bookkeeping method, and the bookkeeping base currency is RMB. The conversion between foreign currency and RMB is calculated according to the exchange rate announced by the State Administration of Foreign Exchange on the actual date of occurrence, and the joint venture company adopts accrual basis and debit and credit bookkeeping method.

Article 35 A company's financial accounting bookkeeping method shall record the following contents.

1. All cash receipts and payments of the company.

2. Sales, procurement and inventory of all materials of the company.

3. Company assets and information.

4. Time of payment, increase and transfer of the registered capital of the company.

5. The company's capital contribution, income and liabilities in joint ventures or cooperation with other economic organizations.

Article 36 The annual accounting statements of the company shall be audited by a certified public accountant registered in China and submitted to the board of directors, investors and relevant departments of _ _ _ _.

Article 37 The board of directors or directors of the company shall have the right to consult the accounting statements of the current month, quarter and year at any time, the investor shall have the right to hire auditors to consult the company's account books, and the joint venture company shall provide convenience when consulting.

Article 38 The Company shall determine the depreciation period of fixed assets and amortization period of start-up expenses according to relevant state regulations.

Article 39 The joint venture company shall open RMB and foreign currency accounts in a bank approved by the China Municipal Government on.

Article 40 All foreign exchange matters of the Company shall be handled in accordance with the Regulations of People's Republic of China (PRC) Municipality on Foreign Exchange Control and the relevant provisions of _ _ _ _.

Chapter VII Profit Distribution

Article 41 The reserve fund, company development fund and employee incentive fund drawn by the company shall be drawn from the profits of the company after paying income tax according to law, and the proportion of the drawing shall be decided by the board of directors.

Article 42 The distribution plan of the company's residual profits after paying income tax and withdrawing various funds according to law shall be decided by the board of directors. Unless otherwise agreed by the board of directors.

Article 43 The company shall not distribute profits until the losses of the previous fiscal year have been made up. The undistributed profits of the previous fiscal year can be distributed after being merged into the profits of this fiscal year.

Article 44 After-tax profits, common reserve fund and company development fund of the company shall be transferred to registered capital, or after unanimous approval by the board of directors, common reserve fund may be transferred to registered capital or participate in other economic organizations.

Chapter VIII Staff and Workers

Article 45 The employment, dismissal, resignation, salary, welfare, labor insurance, labor and labor discipline of the employees of the company shall be handled according to the specific conditions of the company on the premise of observing the relevant regulations of the relevant departments of _ _ _ _ _ _.

Article 46 The recruitment of employees by the Company shall be handled in accordance with the Articles of Association.

Article 47 The company has the right to give warning, record demerit and reduce salary to employees who violate the company system, labor discipline and labor contract. If the circumstances are serious, the employee may be dismissed or dismissed, and the dismissed employee shall report to the _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Article 48 The welfare, bonus, labor protection and labor insurance of employees will be stipulated in various systems to ensure that employees are engaged in production and work under normal conditions.

Article 49 The remuneration of the Company shall be formulated in principle with reference to the current wage system in _ _ _ _ _ _ _ _ _ _ _ _ _.

Chapter IX Termination of Liquidation within a Time Limit

Article 50 The operating period of the company is _ _ _ _ _ _ years, counting from the date when the business license is issued.

Article 51 If the investors of the company agree to extend the operating period, the company may submit a written application to the original examination and approval authority six months before the expiration of the operating period upon the resolution of the board of directors. After approval, the company may extend its business term and go through the formalities of change registration in the administrative department for industry and commerce.

Article 52 When the company agrees to terminate its operation in its best interests, it may terminate its operation in advance. Where the company terminates its operation ahead of schedule, the board of directors shall convene a meeting to make a resolution and report it to the original examination and approval authority for approval.

Article 53 Upon the expiration or early termination of the company's operation, a liquidation committee shall be established to liquidate the company's property in accordance with the relevant laws and decrees of People's Republic of China (PRC) and the provisions of _ _ _ _ _ _.

Article 54 The task of the liquidation committee is to liquidate the property, creditor's rights and debts of the joint venture company, prepare the balance sheet and property catalogue, formulate the liquidation plan and submit it to the board of directors for approval before liquidation. If necessary during the liquidation, the liquidation committee will bring a lawsuit on behalf of the company.

Article 55 The liquidation expenses and remuneration of the liquidation committee shall be paid in priority from the company's existing property.

Article 56 the principle of liquidation.

1. The assets of the company shall be revalued according to the book depreciation degree and with reference to the current price.

2. After all the debts of the company are paid off, the remaining property shall be owned by the investor or distributed according to the distribution plan unanimously adopted by the board of directors.

Article 57 After the liquidation, the company shall report to the original examination and approval authority, go through the cancellation procedures with the administrative department for industry and commerce, hand in its business license and announce it to the public.

Chapter X Rules and Regulations

Article 58 The company adopts the rules and regulations reviewed and approved by the board of directors.

1. management system, including the authority and working procedures of the management department;

2. Employee code;

3. Labor wage system;

4. Staff attendance, promotion and reward and punishment system;

5. Employee welfare system;

6. Financial system;

7. Liquidation procedures when the company is dissolved;

8 other necessary rules and regulations.

Chapter II XI Supplementary Provisions

Article 59 Amendments and supplements to the Articles of Association must be unanimously adopted by the board meeting and submitted to the examination and approval authority for approval.

Article 60 The Articles of Association is written in Chinese, and the original is in _ _ _ _ _ _ _.

Article 61 The Articles of Association shall come into effect after being approved and signed by the representative designated by the mode of capital contribution and submitted to the government examination and approval authority for approval.

Investor (seal): _ _ _ _ _ _

Legal representative (signature): _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

;