Company capital increase agreement

Model company capital increase agreement

In today's society, in many cases, we need to use an agreement, which can be the legal basis for both parties. So, have you mastered the format of the agreement? The following is a sample of the company's capital increase agreement compiled by me. Welcome to share.

Party A: _ _ _ _ _ _ ID number: _ _ _ _ _ Address: _ _ _ _ _ _ Contact information: _ _ _ _ _ _ _

Party B: _ _ _ _ _ ID number: _ _ _ _ _ Address: _ _ _ _ _ _ Contact information: _ _ _ _ _ _ _

Party C: _ _ _ _ _ _ ID number: _ _ _ _ _ Address: _ _ _ _ _ _ Contact information: _ _ _ _ _ _

Party D: _ _ _ _ _ _ ID number: _ _ _ _ _ Address: _ _ _ _ _ _ Contact information: _ _ _ _ _ _ _

Party E: _ _ _ _ _ _ ID number: _ _ _ _ _ Address: _ _ _ _ _ _ Contact information: _ _ _ _ _ _?

Risk warning: When a limited liability company needs to conclude an agreement on capital increase and share expansion, the existing shareholders of the company have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution, unless there is an agreement. Therefore, in the case of introducing new shareholders to invest in shares, it is necessary for the old shareholders to make a statement to give up all or part of their priority subscription. Otherwise, the existing shareholders raise objections and the agreement will be deemed invalid. Whereas:

1 and _ _ _ _ _ _ _ (hereinafter referred to as the company) are the limited liability companies legally registered in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

2. Party B, Party C, Party D and Party E are the original shareholders of the company, and the shareholding ratio is: shareholder name, subscribed capital contribution and shareholding ratio.

3. Party A is a limited liability company legally registered in _ _ _ _ _ _ _ _ Administration for Industry and Commerce, with a registered capital of RMB _ _ _ _ _ _ _ _ _.

4. In order to develop and enhance the company's strength, the original shareholders of the company intend to increase capital and share of the company, and both parties agree to increase capital of the company and expand the registered capital of the company to RMB.

5. The original shareholders C, D and E of the Company agree and confirm to give up the priority of subscribed capital contribution to the newly-increased registered capital. Therefore, based on the principle of equality and mutual benefit, both parties reached the following agreement terms on the capital increase of the Company through friendly negotiation:

Article 1 Capital increase and share expansion

1. 1 Each party hereby agrees to increase its capital and shares according to the terms and conditions of this agreement:

(1) According to the resolution of the company's shareholders' meeting, it is decided to increase the registered capital of the company from RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

(2) The price of this capital increase is based on the company's existing net assets confirmed by audit and evaluation, and is determined through consultation.

(3) Party A subscribes for the newly-increased registered capital of RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. Party B subscribes the newly-increased registered capital of RMB at the subscription price of RMB.

1.2 After the company increases its capital and shares according to Article 1. 1, the shareholding ratio of each party is as follows (one decimal place is reserved, and the last one is rounded off): shareholder name, subscribed capital contribution and shareholding ratio.

1.3 Contribution time:

(1) Party A will contribute in two phases, with the contribution amount of RMB _ _ _ _ _ _ _ _ _, and the contribution period is _ _ _ _ _ _ _ years.

(2) Party A shall be regarded as a shareholder of the Company from the date of initial capital contribution, and shall enjoy all shareholder rights and assume shareholder obligations under the subscription of shares.

Article 2 The basic procedure of capital increase is to ensure that the capital increase conforms to the provisions of relevant laws, regulations and policies and proceeds smoothly. Capital increase shall be carried out in the following order:

2. 1 The company convened a shareholders' meeting to review the capital increase resolution and basic capital increase plan and form a resolution.

2.2 Draft the capital increase and share expansion agreement and relevant legal documents, and sign relevant legal documents.

2.3 Newly-increased shareholders contribute capital and entrust an accounting firm to issue a capital verification report.

2.4 Convene a new general meeting of shareholders, elect the new board of directors and board of supervisors of the company, and amend the articles of association.

2.5 Convene a new board of directors, elect the chairman of the company and determine the new management team of the company.

2.6 Go through the formalities of industrial and commercial change registration.

Article 3 Statements and guarantees of the original shareholders of the company

3. 1 The original shareholders B, C, D and E of the Company declare and guarantee as follows:

(1) Our company is a limited liability company registered, legally existing and operated according to the laws of China.

(2) After the capital increase, the company's existing name, goodwill, trademarks and other related rights and interests belong to the company exclusively.

(3) The company has not set any security interests (including but not limited to any mortgage, pledge, lien and other security rights) or third party interests in any property it owns.

(4) The assets and resources used for the company's business operations are obtained through legal agreements and other legal acts, which are true, effective and complete, and there are no legal obstacles or legal defects.

(5) Submitted the financial statements (hereinafter referred to as financial statements) from the date of the month to the date of the month to Party A.. The original shareholders hereby confirm that the financial statements correctly reflect the financial status of the company as of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(6) All documents submitted to Party A are true, valid and complete, which truthfully reflect the situation of the company and existing shareholders.

(7) Failing to engage in or participate in any act that violates the laws and regulations of China, which may lead to the revocation of the company's business license, fines or other administrative penalties or legal sanctions that seriously affect its operation.

(eight) the litigation, arbitration, investigation and administrative procedures that have been completed, not yet completed or may be about to begin shall not be concealed or made false statements.

(10) All labor disputes, economic and legal responsibilities arising before the completion of the company's industrial and commercial change registration shall be borne by the original shareholders.

1) Before the capital increase and share expansion, all creditor's rights and debts of the company shall be borne by the original shareholders, and a letter of commitment shall be issued to Party A. The fixed assets before the capital increase and share expansion shall be merged into the assets of the company after the capital increase and share expansion, and the rights and obligations related to the remaining assets before the capital increase and share expansion shall be borne by the original shareholders.

2) After this agreement is signed by the Company and the original shareholders, it constitutes a legal, effective and binding obligation to the original shareholders.

3.2 Unless the written consent of the new shareholders is obtained, the original shareholders promise to urge the Company to:

(1) Ensure the normal operation of the company's business and will not take any actions that have a significant impact on the company. The company will take all reasonable measures to maintain the company's goodwill and will not do anything that may damage the company.

(2) The company will not sign any agreement or commitment that is beyond its normal business scope or of great significance. The Company and the original shareholders shall not take the following actions:

(a) Amend the Articles of Association, or any other document or agreement related to the Articles of Association or business operation.

(two) without the approval of the examination and approval authority, change the nature and scope of business.

(c) sell, transfer, lease, license or dispose of any material part of the business, property or assets of any company.

(d) sign any labor or consultancy contract with any person, or make any modification to the employment conditions of any employee or consultant.

(e) Arrangements for granting any guarantee, mortgage, compensation, guarantee or similar liability to any third party. Sign any loan agreement or modify any loan documents.

(g) The price of purchasing, leasing or purchasing any asset exceeds RMB _ _ _ _ _ _ (or other equivalent currency). Signing major contracts or making major commitments, and paying management fees or other expenses exceeding RMB. Sign any cooperation, partnership or profit distribution agreement with any third party. Lease or agree to lease or give up all or part of the right to use or ownership of the property owned or used by the company in any form. Doing anything will not be conducive to the company's financial situation and business development.

3.3 The original shareholders promise to take all necessary actions to assist the Company in completing all the approval and change registration procedures under this Agreement.

3.4 The original shareholders shall bear all economic and legal responsibilities arising from the violation of the above statements and guarantees, and shall bear unlimited joint and several liabilities for any losses caused to Party A due to the violation of the above statements and guarantees.

Article 4 Statements and Warranties of New Shareholders As a new shareholder, Party A makes the following statements and warranties:

4. 1 is an enterprise legal person registered and legally existing under the laws of China.

4.2 Failing to engage in or participate in any acts that violate the laws and regulations of China, which may lead to the revocation of its business license, fines or other administrative penalties or legal sanctions that seriously affect its operation.

Article 5 Business scope of the company after capital increase

5. 1 Inherit and develop all the businesses currently operated by the company.

5.2 Vigorously develop new business.

5.3 The final business scope of the company shall be decided by the shareholders' meeting of the company and determined after being approved by the administrative department for industry and commerce.

Article 6 Investment, application and subsequent development of new funds

6. 1 The new funds are used for the overall development of the company.

6.2 The specific authority for the use of the company's funds shall be stipulated in the articles of association and other relevant systems, and shall be authorized by the management team authorized by the shareholders' meeting or the board of directors after the industrial and commercial change registration.

6.3 According to the needs of the company's future business development, and with the permission of national laws and policies, the company can raise development funds for many times in various ways.

Article 7 The organizational structure of the company

7. 1 shareholders' meeting

7. 1. 1 After the capital increase, the original shareholders and Party A become shareholders of the company on an equal footing, and all shareholders enjoy rights and assume obligations according to the Company Law of People's Republic of China (PRC) and other laws, regulations and departmental rules.

7. 1.2 The shareholders' meeting is the authority of the company and decides all major issues of the company.

7. 1.3 Major matters decided by the company's shareholders' meeting can only take effect after the shareholders holding more than _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

7.2 Board of Directors and management personnel

7.2. 1 After the capital increase, the members of the board of directors of the Company shall be adjusted and elected by the shareholders of the Company according to the Articles of Association and the provisions of this Agreement.

7.2.2 The board of directors consists of directors, including directors.

7.2.3 After the capital increase, the chairman and chief financial officer of the company shall be appointed by Party A, other senior management personnel may be recommended by shareholders, the position of general manager shall be recommended by the original shareholders, and the executive deputy general manager shall be recommended by Party A and appointed by the board of directors.

7.2.4 The matters decided by the board of directors of the company shall be approved by more than half of the members of the board of directors of the company before taking effect, and the matters approved by the board of directors of the company shall be stipulated in the articles of association.

7.3 After the capital increase of the Board of Supervisors, the Board of Supervisors shall be composed of _ _ _ _ _ _ _ _ _ _ _

Article 8 Articles of Association

8. 1 All parties to the capital increase shall pay as agreed.

The shareholders' meeting shall be held within _ _ days after the initial capital contribution to amend the Articles of Association, and the revised Articles of Association shall replace the original Articles of Association.

8.2 The important contents agreed in this Agreement shall be written into the Articles of Association.

Article 9 Change of company registration

9. 1 The board of directors of the company shall apply to the administrative department for industry and commerce for industrial and commercial change registration within _ _ days after the company holds a general meeting of shareholders and makes corresponding resolutions. All shareholders of the company shall fully assist and cooperate with the company to complete the industrial and commercial change registration.

9.2 If Party A fails to complete the industrial and commercial change registration within _ _ _ _ _ working days from the date of paying all the subscription money, Party A has the right to terminate this Agreement. Once the agreement is dissolved, the original shareholders have the responsibility to return all the funds and interest paid by Party A (the interest is calculated according to the deposit rate of the bank for the same period) to Party A, and shall be jointly and severally liable for the obligation to return the money.

Article 10 Burden of related expenses

10. 1 All related expenses (including but not limited to capital verification fees, audit fees, evaluation fees, attorney fees, industrial and commercial registration change fees, etc.). The expenses incurred in this capital increase and share expansion shall be borne by the company after the capital increase (at that time, the expenses shall be paid by all parties or the company).

10.2 If this capital increase is not completed, all relevant expenses incurred shall be borne by the company.

Article 11 confidentiality

1. 1 Either party (the receiving party) of this agreement shall keep confidential the business, financial status and other confidential matters and proprietary information (hereinafter referred to as confidential information) obtained from the other party (the disclosing party); Except that our employees need to know the above confidential information for performing their duties, they shall not disclose the confidential information to any person or entity.

1.2 The provisions of Article 5. 1 above do not apply to the following information:

(1) Information that can prove that it was known to the receiving party before the disclosing party disclosed it as confidential information.

(2) Information that is not known to the public due to the violation of this Agreement by the receiving party.

(3) Information obtained by the receiving party from a third party that does not undertake any confidentiality obligation for the information.

1.3 each party will formulate rules and regulations so that the directors, officers and other employees of itself and its affiliated companies will also abide by the confidentiality obligations mentioned in this article.

1.4 The provisions of this article shall not apply to:

(1) disclose the information to any affiliated company, lender or financial financing institution, employees and consultants that may be employed by both parties, or any third party to whom one party expects to transfer all or part of its equity in the company; However, in this case, the information should only be disclosed to those who have a reasonable business need to know the information, and these people or entities should first promise in writing to keep the information confidential.

(2) When explicitly required by law, disclose information to any government or any relevant institution or department. However, the party required to make the above disclosure shall notify the other party of the requirement and its terms before making the above disclosure.

Article 12 Liability for breach of contract Any signatory who violates any agreement in this agreement, including the statements and guarantees made by all parties in Articles 3 to 4 of this agreement, shall constitute a breach of contract and shall be liable for breach of contract according to the relevant laws of People's Republic of China (PRC) and the provisions of this contract. If more than one party breaches the contract, each party shall bear the responsibility caused by its breach. The scope of liability for breach of contract is limited by law, which is equivalent to all the actual losses caused to the other party by breach of contract.

Article 13 Settlement of Disputes All disputes arising from the performance of this Agreement shall be settled through friendly negotiation. If negotiation fails, either party may bring a lawsuit to the people's court with jurisdiction where Party A is located.

Article 14 Other provisions

14. 1 takes effect. The prerequisite for the entry into force of this agreement is that this agreement has been signed and all the contents of this agreement have been approved by the board of directors or shareholders' meeting and the competent authorities. This agreement shall come into effect as of the date when both parties affix their seals and their authorized representatives sign it.

14.2 the modification of this agreement can only be made through a written document signed by all parties.

14.3 separability the invalidity of any provision of this agreement shall not affect the validity of any other provision of this agreement.

14.4 The original text agreement is concluded in the form of _ _ _ _ _ _ _ _ _.

Party A (seal): legal representative (signature and seal) _ _ _ _ _ _

Party B (signature): _ _ _ _ _

Party C (signature): _ _ _ _ _

Party D (signature): _ _ _ _ _

Party E (signature): _ _ _ _ _

Signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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