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Company and individual project investment cooperation agreement
1. Parties entering into the agreement:
Name, male, ID number:
Name, male, ID number:
Name, male, ID number:
Name, male, ID number:
2. Investment
1. Total investment RMB 10,000 (in capital letters) 2. Investment situation:
(1) Contributed RMB yuan and held % of the company’s shares
(2) Contributed RMB yuan and held % of the company’s shares
< p> (3) Invest in RMB yuan and hold % of the company’s shares(4) Make an investment in RMB yuan and hold % of the company’s shares
3. Adopt ***contract negotiation
Shareholders are responsible for different work contents, are jointly responsible for all the company's business affairs, and enjoy full rights to know, supervise and inspect the company's profits and losses. Share responsibilities proportionately. We must truly supervise each other, trust each other, act transparently, and jointly run the company well and make the company's business bigger and stronger.
5. Rights and interests of shareholders. Obligations
1) Rights
1. The right to attend shareholders’ meetings. In principle, the shareholders' meeting must be attended by four people. If they are really unable to attend the meeting, they can entrust others to attend in writing. However, the resolutions of the meeting must be unanimously approved by all shareholders before they can be implemented.
2. Voting rights. Shareholders have the right to participate in major company decisions.
6. Right of inspection. In order to ensure the healthy development of the company and achieve the same business goals, shareholders have the right to inspect the minutes of shareholders' meetings and the company's financial accounts without affecting the company's normal activities in order to understand the company's operating conditions and financial status.
7. The right to receive bonuses. Shareholders have the right to receive dividends generated from operations in proportion to their capital contribution.
8. Priority in subscribing for investment rights. When the company adds new capital or invests in new projects, shareholders have the right to inspect the minutes of shareholders' meetings and the company's financial books in order to understand the company's operating conditions and financial status without affecting the company's normal activities.
9. Shareholders have the right to propose and convene extraordinary meetings. Shareholders representing more than 1/2 of the voting rights may propose to convene an extraordinary meeting if requested.
10. Right to transfer shares. Shareholders can transfer all or part of their shares to each other; however, when a shareholder wants to transfer his shares to a person other than a shareholder, he must obtain the consent of more than half of all shareholders. Shareholders who do not agree to the transfer must purchase the amount of shares transferred in that period. , if you do not purchase the transferred capital, you will be deemed to have agreed to its transfer.
11. Right of first refusal for shares. If shares are transferred with the consent of the shareholder, other shareholders shall have the right of first refusal under the same conditions to purchase the transferred shares.
12. The right to request the distribution of remaining property. After the liquidation of the company is completed and the company's property has been paid off in accordance with the law, if there is any remaining property, the shareholders have the right to request the distribution of the remaining property in accordance with the proportion of their shares.
13. Other rights. Such as the rights conferred by the company's articles of association, the rights provided by the company law or other laws and regulations to shareholders.
(2) Obligations
1. Obligation to pay capital contribution in full. After establishment, if it is discovered that the actual value of the rights to use other property rights as a kind of capital contribution is significantly lower than the stated value, the shareholder who contributed the capital shall pay the difference.
2. The obligation to withdraw the capital contribution shall not be allowed within one year.
After signing the agreement, shareholders are not allowed to withdraw their shares or transfer their shares within one year. After the expiration of one year, shareholders who intend to withdraw or transfer their shares must obtain the consent of other original shareholders. However, when a shareholder wants to transfer his capital contribution to someone other than the original shareholder, , must obtain the consent of more than half of all original shareholders. Original shareholders who do not agree to the transfer should purchase the capital contribution transferred in that period. If they do not purchase the capital contribution transferred, it will be deemed to agree to the transfer. If the shares are transferred or withdrawn, the original shareholders have priority to receive the transfer under the same conditions. New investors can become shareholders only after approval by all partners. No withdrawal or transfer of shares is allowed within the first year of investment;
3. Comply with the company's articles of association and obligations. The company's articles of association are jointly formulated by shareholders. They are not only the basic norms for the company's organization and behavior, but also the norms for shareholder behavior. Therefore, the company's articles of association are binding on every shareholder.
4. The obligation to bear the company’s liability is limited to the capital contribution paid.
5. Fiduciary obligations to other shareholders of the company.
6. The obligation to maintain core content related to the company’s operations.
7. Other obligations stipulated in the company's articles of association.
VII. Responsibilities of the Shareholders' Meeting
The company's shareholders' meeting is composed of all shareholders. It is the company's highest authority and has the right to exercise the following powers:
1. Decision The company's operating principles, policies and investment plans.
2. Election and replacement of investment projects, appointment and removal of positions, remuneration and other related matters.
3. Review the company’s basic management system.
4. Modify the company’s articles of association.
5. Other important matters stipulated in the company's articles of association.
8. Voting method of the shareholders’ meeting:
The voting of the shareholders’ meeting adopts the consultative voting method that combines one person, one vote and majority approval. The valid votes in order of priority are:
In the case of equal shares, the approval of the shareholder with the larger number shall prevail. When making resolutions on the following major matters, resolutions must be unanimously approved by all shareholders:
1. Change the company's name and business projects.
2. Dispose of the company’s real estate.
3. Transfer or dispose of the company’s intellectual property and other property rights.
4. Apply to the enterprise registration authority for change registration procedures.
5. Provide guarantees for others in the name of the company.
6. Add new shareholders.
9. Distribution of after-tax profits
Distribution shall be carried out in the following order:
1. Late fees and fines paid in accordance with regulations.
2. Make up for the losses of the previous year.
3. After issuing employee bonuses, dividends will be distributed according to the proportion of individual investment shares.
10. Requirements for withdrawal of shares
1. Withdrawal of shares by name. That is, voluntary withdrawal of shares. The requirement is that if investors have reasons for withdrawing their shares one year after joining the shares, they should notify other shareholders 30 days in advance. Objectively, it will not have an adverse impact on the execution of the company's operating affairs. The investor can withdraw with the consent of all shareholders. share.
2. Of course, the shares will be withdrawn. That is, statutory withdrawal means that an investor withdraws from the partnership due to certain objective circumstances and is not based on the investor's volition. If the investor dies or is declared dead in accordance with the law; is declared incompetent for civil affairs in accordance with the law; the individual loses the ability to make compensation; or is compulsorily confiscated by the court for all personal property shares in the company. Of course, the effective date of withdrawal shall be the date when the withdrawal actually occurs.
3. Remove the company’s name and withdraw its shares. It refers to the legal act of removing an investor from the company with the unanimous consent of other shareholders, returning (or not returning) all (or part of) his or her capital, and causing him to withdraw from the partnership. The reasons for removing investors are: failure to perform capital contribution obligations; causing losses to the company due to intentional gross negligence; improper conduct when executing the company's business affairs; seeking personal gain by taking advantage of the company's business affairs; and personal behavior that has brought very negative consequences to the company's operations. reputational impact; lack of integrity and maliciously slander and damage the legitimate interests of other shareholders.
The company shall be fully responsible for compensation for any losses caused, and may deduct 50% (or all of its shares) of its share capital after discussion at the shareholders' meeting depending on the seriousness of the case.
If the company decides to remove the company after discussion at the general meeting of shareholders, it must notify the person to be removed in writing. The removal of the person will take effect from the date of receipt of the removal notice, and the company will return (or not return) his or her shares. The person to be expelled shall complete the withdrawal form after capital raising. If the person being removed has objections to the removal resolution, he or she may file a lawsuit with the People's Court within 30 days from the date of receipt of the removal notice and request judicial protection. The result of withdrawing shares (withdrawing from partnership) is that the withdrawing shareholder breaks away from all the rights and obligations stipulated in the original investment cooperation agreement and no longer participates in dividend-sharing operations. Other shareholders must settle the withdrawal of shares with the withdrawing shareholder, based on the company's property at the time of withdrawal. If the company's property is less than the company's debt when the investor withdraws his shares, the investor shall share the loss in accordance with the proportion stipulated in the investment cooperation agreement.
11. Others
There are *** copies of this agreement. Except for keeping one copy in the company for reference, each investor shall keep one copy for himself, which shall be signed by all investors (with thumbprints). ), it will take effect after the company goes bankrupt, is dissolved, or an individual withdraws his shares. Other outstanding matters will take effect after being discussed, approved and signed by all shareholders. If there is a dispute, a lawsuit can be filed in the People's Court.
Shareholders: year month day
Shareholders: year month day
Shareholders: year month day
Shareholders: year month day The company and Personal Investment Cooperation Agreement Part 2
Investment-inducing party: ID number: (hereinafter referred to as Party A)
Investor: ID number: (hereinafter referred to as Party B)
< p> Based on the principles of equality and mutual benefit, complementary advantages, honesty and credit, and long-term development, through friendly negotiation, we unanimously agreed to cooperate in operating the battlefield business that the original Party A has been operating for many years; this agreement will be drafted on Party B's voluntary investment in Party A's cooperative operation of the battlefield and other matters :1. Party A agrees that Party B will participate in all operations of Party A’s sand farm business (i.e. sand source, sand mining, transportation, storage, and sales) by investing in shares (hereinafter referred to as the sand farm).
2. Party B voluntarily contributes RMB yuan (in capital letters) as investment capital and holds fifty percent (50%) of the shares of the battlefield.
3. Party A will use its existing business resources and existing operating facilities to attract investment and occupy fifty percent (50%) of the shares of the battlefield.
4. After the agreement is signed, the battlefield operation materials (existing vehicles, ships, etc.) will become the exclusive property of both parties A and B.
5. Production and management: In line with the principle of creating more profits and long-term development for the battlefield business, Party A adheres to the advantages of long-term operating experience and has management obligations and rights. Party B may appoint or designate a person in charge of Party B to conduct financial supervision, but shall not interfere with normal business operations.
6. Loss and profit control: The profits generated by the battlefield since the signing of the agreement (based on settlement at the end of each month) will be divided equally between Party A and Party B according to 50% of the shares after tax. If the battlefield suffers a loss, Party A and Party B will each bear 50% liability based on 50% of the shares.
7. After the agreement is signed, Party A and Party B are not allowed to withdraw their shares at will, unless both parties reach consensus through consultation and consent for one party to withdraw its shares.
8. The agreement is valid from July 1, 2011 to June 30, 2015, for a period of three years. After the expiration of the term, Party A and Party B need to discuss cooperation matters again and sign a separate agreement.
9. This agreement shall take effect from the date of signature by Party A and Party B. It is made in duplicate, with each party holding one copy, and each copy has the same legal effect.
Party A’s signature:
Party B’s signature:
Signing date: Company and Individual Investment Cooperation Agreement Part Three
Party A:
Address:
ID number:
Party B:
Address:
ID card No.:
Due to the mutual investment and establishment of a limited liability company (hereinafter referred to as the "Company") by Party A and Party B, on the basis of friendly consultations, in accordance with the Contract Law of the People's Republic of China and the People's Republic of China ", "Company Law" and other relevant legal provisions, the following agreement has been reached.
1. Name, address, legal representative, registered capital, business scope and nature of the company to be established
1. Company name: Limited liability company
2. Address:
3. Legal representative:
4. Registered capital: Yuan
< p> 5. Business scope: The specific business projects shall be subject to the approval of the industrial and commercial department.6. Nature: The company is a limited liability company established in accordance with the "Company Law" and other relevant laws. A, B Each party is responsible for the company to the extent of the capital contribution it subscribed for at the time of registration.
2. Shareholders and their capital contributions
The company consists of two shareholders, Party A and Party B** * Established with the same investment, the total investment amount is RMB, including start-up capital and registered capital, of which:
1. Start-up capital RMB
(1) Party A contributes RMB, accounting for 50% of the start-up capital;
(2) Party B contributes RMB yuan, accounting for 50% of the start-up capital;
(3) The start-up capital is mainly used for the company’s initial expenses, including leasing, Decoration, purchase of office equipment, etc., if there is any surplus as working capital after the company opens, shareholders shall not withdraw it.
(4) Before the company account is opened, the start-up funds are deposited in Party A and Party B** *With the designated temporary account (opening bank: account number:), after the company opens, the balance in the temporary account will be transferred to the company account.
(5) Both Party A and Party B shall comply with this agreement The start-up capital payable shall be transferred to the above-mentioned temporary account within days from the date of signing.
2. Registered capital (in yuan)
(1) Party A shall contribute cash. The capital contribution is RMB, accounting for 50% of the registered capital;
(2) Party B contributes cash in cash, the capital contribution is RMB, accounting for 50% of the registered capital;
(3) The registered capital is mainly used for company registration and for working capital after the company opens, and shareholders may not withdraw it.
(4) Both Party A and Party B shall transfer the registered capital within days from the date of opening the company account. The registered capital payable by each party shall be deposited into the company's account.
3. If any shareholder violates the above agreement, he shall bear the corresponding liability for breach of contract in accordance with paragraph 1 of Article 8 of this Agreement.
III. Company management and division of functions
1. The company does not have a board of directors, but has executive directors and supervisors with three-year terms.
2. Party A is the executive director and president of the company. The manager is responsible for the daily operation and management of the company. Specific responsibilities include:
(1) Handling the company establishment registration procedures;
(2) Recruiting employees (financial accounting personnel) according to the company’s operational needs Must be appointed by Party A and Party B simultaneously);
(3) Approval of daily matters (major matters involving the development of the company must be handled in accordance with paragraph 5 of Article 3 of this Agreement; Party A’s financial approval authority is If the amount exceeds the authority, it must be signed and approved by both Party A and Party B before execution).
(4) Other responsibilities required for the company's daily operations.
3. Party B serves as the company’s supervisor and is specifically responsible for:
(1) Providing necessary assistance to Party A’s operation and management;
(2) Inspecting the company’s finances;
(3) Supervise Party A’s performance of company duties;
>
(4) Other responsibilities stipulated in the company's articles of association.
4. Party A's salary and remuneration is RMB/month, and Party B's salary and remuneration is RMB/month, both from temporary accounts or company accounts. Payment.
5. Handling of major matters
The company does not have a shareholders’ meeting. In the event of the following major matters, both parties must reach a unanimous resolution before proceeding:
(1) The company intends to provide guarantees for shareholders, other companies and individuals;
(2) Determine the company’s business policy and investment plan;
(3)《 Other matters stipulated in Article 38 of the Company Law.
If Party A and Party B disagree on the decision-making of the above-mentioned major matters, they shall be handled in the following manner without harming the interests of the company:.
p>6. In addition to the above major matters that need to be discussed, both parties A and B agree to hold a regular shareholder meeting every week to summarize the company's operations in the previous stage and plan and deploy the company's operations in the next stage.
IV. Funds and financial management
1. Before the establishment of the company, funds are uniformly collected and disbursed from temporary accounts, and are jointly supervised and used by Party A and Party B. One party is responsible for the other party. If there is any objection to the use of funds, the other party must give a reasonable explanation, otherwise one party has the right to require the other party to compensate for losses.
2. After the company is established, the funds will be uniformly collected and disbursed by the opened company account. Finance All matters shall be uniformly handed over to the financial accountants appointed by both Party A and Party B. The company's accounts shall be settled daily and monthly, and relevant statements shall be provided in a timely manner and submitted to Party A and Party B for signature and approval.
5. Profit and loss distribution< /p>
1. Profit and loss shall be shared and borne by Party A and Party B in accordance with the proportion of their actual capital contribution.
2. The company’s after-tax profits will be used to make up for the company’s losses in the previous quarter and withdraw statutory Shareholder dividends can be distributed only after the provident fund (10% of after-tax profits) has been collected. The specific system for shareholder dividends is:
(1) Time of dividend distribution: The amount distributed on the first day of the first month of each quarter quarterly profit.
(2) The amount of dividends is: 60% of the remaining profit of the previous quarter, and Party A and Party B shall share it in proportion to the actual capital contribution.
(3) Company If the cumulative statutory reserve fund reaches more than 50% of the company's registered capital, no further withdrawals can be made.
6. Agreement on share conversion or withdrawal
1. Share conversion: Within the year of the company's establishment, shareholders Equity is not allowed to be transferred. Starting from year 1, with the consent of one shareholder, the other shareholder can transfer the equity. At this time, the party that has not transferred has the first right to transfer the equity to be transferred.
If one shareholder transfers all of it If the transfer of equity to another party results in the company's nature being changed to a one-person limited liability company, the transferor shall be responsible for handling the corresponding change registration and other procedures. However, if the illegal transfer of equity causes the company to lose its legal person status, the transferor shall bear the main liability. < /p>
If the shares are to be transferred to a third party, the third party’s capital, management capabilities and other conditions shall not be lower than those of the transferor, and the consent of the non-transfering party shall be obtained separately.
Transfer If the party transfers the equity in violation of the above agreement, the transfer will be invalid, and the transferor shall pay liquidated damages to the non-transfering party.
2. Withdrawal of shares:
(1) A shareholder of one party must first Only after paying off its personal debts to the company (including but not limited to the shareholder borrowing money from the company, the shareholder's actions causing losses to the company and having to compensate the company, etc.) and obtaining the written consent of the other shareholder can the company withdraw its shares, otherwise it will be withdrawn. The shares are invalid, and the party planning to withdraw its shares should still enjoy and bear the rights and obligations of shareholders.
(2) Shareholder withdrawal:
If the company is profitable, the company’s total profits will be 60% will be distributed according to the actual capital contribution ratio paid by the shareholders, and the other 40% will be used as the company’s asset depreciation expenses. The withdrawing party shall not request distribution. Only after the dividend is distributed, the withdrawing party can return its original total investment.
< p> If the company is unprofitable, 80% of the company’s existing total assets will be distributed according to the proportion of shareholders’ capital contributions, and the other 20% will be used as the company’s asset depreciation expenses. The party that withdraws its shares shall not request distribution. In this case, the party that withdraws its shares shall No further request shall be made to return the original total investment.(3) Any withdrawal of shares shall be in cash at any time
Settlement.
(4) If the nature of the company changes due to the withdrawal of shares by one party, the withdrawing party shall be responsible for handling the change registration matters after the withdrawal of shares.
3. Capital increase: If the company If the reserve funds are insufficient and additional capital is required, each shareholder shall increase the capital contribution in proportion to the capital contribution. If all shareholders agree, other capital increase methods may be negotiated and determined based on the specific circumstances. If a third party is added to the stake, the third party shall acknowledge the content of this agreement and share and assume the The rights and obligations of shareholders under this agreement, and the purchase of shares must be subject to the unanimous consent of all shareholders.
7. Cancellation or termination of the agreement
1. If the following circumstances occur, this agreement That is, termination: (1), the company fails to be established due to objective reasons; (2), the company's business license is revoked in accordance with the law; (3), the company is declared bankrupt in accordance with the law; (4), both parties A and B agree to terminate this agreement. p>
2. After the termination of this agreement: (1) Party A and Party B will liquidate together and hire a neutral party to participate in the liquidation if necessary; (2) If there is any surplus after liquidation, Party A and Party B must pay off all debts in the company Only after the liquidation has been completed can the company request the return of the capital contribution and distribute the remaining property according to the proportion of capital contribution. (3) If there is a loss after liquidation, all parties will share it in proportion to their capital contribution. If a shareholder is jointly and severally liable for the company's debts, all parties will repay it in proportion to their capital contribution.
8. Liability for breach of contract
1. If either party violates the agreement and fails to pay the capital in full on time, it must make up the amount within the day, resulting in the failure of the company to be established as scheduled or If any party causes losses to the company, it must bear compensation liability to the company and the non-defaulting party.
2. In addition to the above-mentioned capital contribution breach of contract, if any party violates this agreement and causes losses to the company's interests, it must bear compensation to the company Responsibility, and pay liquidated damages to the non-defaulting party.
3. Other liabilities for breach of contract stipulated in this agreement.
9. Others
1. This agreement It will take effect from the date of signature and pledge by Party A and Party B. For unfinished matters, both parties shall sign a supplementary agreement separately. The supplementary agreement shall have the same legal effect as this agreement.
2. This agreement involves the internal rights and obligations of Party A and Party B. If there is any inconsistency with the company's articles of association, this agreement shall prevail.
3. If any dispute arises due to this agreement, both parties shall try their best to resolve it through negotiation. If the negotiation fails, the dispute may be submitted to the competent jurisdiction of the place where the company is domiciled. Litigation settlement in the People's Court.
4. This agreement is made in two copies. Party A and Party B each hold one copy, which has the same legal effect.
Party A (signature and seal): Party B (signature and seal):
Date of signing: Year, month and day, 20xx
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