有限责任公司章程(英文版)
公司章程中英文对照
公司章程中英文对照第一章总则 Chapter 1 General Provisions本公司为有限责任公司。
第三条公司注册地址 Article 3 Registered Address本公司注册地址为[公司注册地址]。
本公司的业务范围包括但不限于：[公司的业务范围描述]。
第三章股东权益与股权转让 Chapter 3 Shareholder's Rights and Transfer of Shares第五条股东权益 Article 5 Shareholder's Rights股东享有按照股权比例分享公司利润的权益，并有权参与公司事务的决策和监督。
第六条股权转让 Article 6 Transfer of Shares在获得其他股东的同意及符合相关法律法规的情况下，股东可以转让其持有的股权。
第四章公司治理 Chapter 4 Corporate Governance公司设立董事会，董事会由几名董事组成，其中包括一名董事长。
第八条董事会职权 Article 8 Powers of the Board of Directors 董事会负责制定公司的战略与发展规划，并对公司的经营管理进行监督和决策。
第九条董事任免 Article 9 Appointment and Removal of Directors董事由股东大会选举产生，任期为五年。
Article 9 Directors are elected by the shareholders' meeting and serve a term of five years.第十条高级管理层 Article 10 Senior Management公司设立总经理，由董事会聘任，并对公司的日常经营管理负责。
第五章财务管理 Chapter 5 Financial Management第十一条财务报告 Article 11 Financial Reports公司应按照相关法律法规的要求，定期编制和公布财务报告。
公司章程英文版
Article 9: Corporate registered capital will be subscribed in two phases. EachShareholders, funding in the form of currency, should deposit its capital adequately to the bank account opened by company; those who make non-monetary investment should have its properties evaluated and legally complete its transfer of property rights after all shareholders approval.Article 10: Shareholders should subscribe their own sufficient capital contributions on schedule and obtain the certificate issued by legally authorized institution.Chapter ⅣShareholdersArticle 11: Shareholders enjoy such rights as:(1) Acquire profits according to their real subscribed contributions; haveprivilege to make subscribed capital contributions based on their previousreal investment when new additional investment demanded by company.(2) Attend the shareholders' meetings or consign attorney to it; exercise theirvotes under the ratio of subscribed contributions(3) Enjoy preference to purchase stock equity transferred by other shareholders.(4) Make inspections over corporate business managements; bring forwardrelevant proposals and inquiries.(5) Assign directors or supervisors.(6) Check financial accounts; look up and duplicate corporate statute, theshareholders' meeting minutes, the directorate conference resolutions, theconference resolutions of board of supervisors and accounting reports.(7) Share residual properties in accordance with subscribed contributions whencompany comes to an end.(8) Other rights by law, rules or company regulations.Article 12: Relevant Obligations as Follows:(1) Comply with laws, rules and corporate regulations. Shall not misapplyentitled rights to harm corporate and other shareholders' interests.(2) Make limited subscribed capital contributions on schedule.(3) Refuse to withdraw investment after company is established.(4) Other obligations and liabilities regulated in laws, rules and companyarticles of association.Chapter ⅤStock Rights TransferArticle 13: Shareholders can transfer their part or whole stock rights internally.Article 14: Shareholders shall not transfer their stock equity to those who are not primary stockholders before they successfully win more than 50% support from the board. Meanwhile, shareholders are supposed to inform the rest shareholders of relevant transfer in writing which should be regarded as approval if no responses from the other shareholders in 30 days from the date when they receive written informs. The rest shareholders should purchase the stock rights designed to transfer if others disagree with transfer, otherwise they are redeemed to agree with it. The rest shareholders have priority to purchase the stock equity approved for transfer under equal conditions. If more than two shareholders have ambitions for purchasing right, they may negotiate the percentage of purchase. In case of no consensus on proportion of transfer they can exercise their privileges based on the ratio of their subscribed contributions.Chapter Ⅵ Shareholders' MeetingArticle 15: Shareholders' meeting, made up of all shareholders, performs as the authorities of company and have the following duties：(1)Determine business policies and investment plans.(2)V ote and change directors and supervisors; decide the remunerationsconcerning directors and supervisors.(3)Deliberate directorate report.(4)Discuss supervisors’ reports.(5)Consider the company’s proposed annual financial budget and finalprogram.(6)Discuss and approve profit distribution and program to cover deficit.(7)Make resolutions on increasing or decreasing registered capital.(8)Make resolutions on issuing debenture stock.(9)Make resolutions on company’s incorporation, separation, dissolution,liquidation or form change.(10)Amend articles of association.(11)Exercise other duties listed in laws, rules and company regulations.Article 16: Shareholders can exercise their vote rights by attending shareholders’ meeting themselves or entrust attorney to do so instead. If assigned to joining the meeting, attorneys should show the letter of authorization of shareholders to the rest.Article 17: The initial conference of shareholders’ meeting shall be summoned and held by SRPT.Article 18: Shareholders exercise their vote under the proportion of subscribed contributions in the conference of shareholders’ meeting.Article 19: The conference of shareholders’ m eeting can be classified into regular conference and interim conference. The former shall be convened once a year and arranged in 6 months after last fiscal year comes to an end. The latter should beheld under the approval of over 1/10 shareholders who enjoy votes and more than 1/3 directors and supervisors.If the call for summoning conference has been made, it should come to all shareholders 15 days in advance. After the consensus of whole shareholders, notification time can be modified.Article 20: Shareholders’meeting is summoned by directorate and held by chairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside at the meeting.Supposing the directorate cannot or do not exercise summoning shareholders’ meeting, over 1/10 shareholders who enjoy vote rights in the meeting can voluntarily summon the other shareholders and hold the conferenceArticle 21: Any resolution made in shareholders’meeting cannot come into effect without the approval from the shareholders who have more than 50% vote of the meeting. However, resolutions about amending articles of association, incorporation and separation, increasing or decreasing registered capital, or changing forms can be acceptable if advocated by shareholders who enjoy more than 2/3 vote rights in the meeting.Chapter Ⅶ Directorate, President and SupervisorsArticle 22: There are 5 members in the directorate which contains 3 directors assigned, 2 directors from. The term of office of director is restricted to 2 years and the directors can be re-elected when expiration arrives. In directorate there is one chairman assigned and one deputy chairman appointed.Article 23: The directorate is responsible to shareholder s’ meeting and entitled to following duties:(1) Summoning shareholders’ meeting and making work reports for shareholders’meeting.(2) Executing the resolutions of shareholders’ meeting.(3) Determining business programs and investment plans.(4) Drafting annual fiscal budget and final plans.(5) Drafting profit distribution and program to cover deficit.(6) Working out plans to increase or decrease registered capital and programsconcerning debenture stock issuance.(7) Making proposals on company’s incorporation, separation, dissolution,liquidation or form change.(8) Deciding internal management structures.(9) Deciding on employing or dismissing general manager and his remuneration;determining on employing or dismissing deputy general manager, financial officer and their salary according to the general manager’s nomination.(10) Drafting basic management rules.(11) Other authorities invested by company’s regulations and shareholders’meeting.Article 24:Directorate conference is summoned by directorate and held by chairman. If the chairman seems not be able to or refuse to undertake his duty, the deputy chairman should hold the meeting. Provided the deputy chairman cannot or fails to undertake his duty, more than half of directors can recommend one director to preside the meeting.Article 25: The directorate should have at least 2 conferences annually which are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.Article 26: Interim meetings cannot be held unless shareholders who enjoy more than 1/10 vote right in the meeting and more than 1/3 directors, general managers and supervisors have made relevant proposal. The chairman shall summon and preside at the directorate conference within 10 days when he receives the proposal.Article 27: The ways of directorate’s informing interim conference can be written letters, correspondences, telephones, faxes or emails. The time limit should be 5 days ahead of conference (exclusive of the day of conference). Yet, under someemergent conditions interim conference should be held as soon as possible. In such cases, telephone and other oral notification can be acceptable. The convener should make detailed specification about it later.Article 28: Directorate conference only can be held under over 50% directors’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.Article 29: Affiliated transactions should go through the discussion of directorate. Those related to affiliated transactions shall not exercise their vote rights or vote on behalf of other directors during the examination. Summoning such conference can be acceptable if more than 50% unrelated directors attend it. The resolution should be admitted by over half of all unrelated directors. If less than 3 unrelated directors attend the conference, the affairs should be submitted to shareholders’ meeting.Article 30: Directors vote for the submitted affairs by ballot, which is the way of vote for directorate resolution. The directorate conference shall be held on the spot.Article 31: Directors shall be themselves present at the conference. Provided for some reasons they fail to join the meeting, they can assign other directors to attend it. The letter of commitment shall cover attorney’s name, the items entrusted, scope of authority, valid period, signature or stamp of principal. The directors entrusted can exercise director rights within the scope of authority. Failure to participate in directorate conference or entrust some representative to show up will be deemed waiver in the meeting.Article 32: The directorate shall convert the decisions of items discussed into minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.Article 33: Directors shall sign the board resolutions and undertake its obligations. If the board resolutions violate laws, rules, company articles of association or the resolutions of shareholders’meeting and result in great loss, the directors attending the conference shall take responsibility for compensation. However, if it can be proven that a director expressly objected to the resolution whenthe resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be exonerated from liability.Article 34: Company creates the job of general manager employed by the board. General manager, responsible to directorate, fulfils such duties as:(1) Take charge of production and business management, carry out directorateresolution.(2) Fulfill annual business program and investment plan.(3) Draft internal management structure plan(4) Draw up basic management regulations(5) Formulate concrete rules.(6) Nominate or dismiss deputy general manager and financial officer.(7) Decide on the nomination and dismissal of the officers except those decidedby directorate.(8) Enjoy other legal power authorized by directorate. Attend the directorateconference as non-vote delegate.Article 35: Company creates a job of supervisor appointed by CSIPE. The supervisor’s term of office is limited to 3 years and can be continued when expiration arrives. Directors and senior management are not permitted to serve as supervisors concurrently.Article 36: Powers for supervisor follows:(1) Inspect corporate finance.(2) Supervise the performance of directors and senior management. Makeremoval proposal to the directors and senior management who offend laws, rules, articles of association or the resolution of shareholders’ meeting.(3) Rectify the deeds by directors and senior management that result in harms tocompany benefits.(4) Propose interim shareholders’meeting. Summon and preside shareholders’meeting when directorate refuse to fulfill the duties listed in articles ofassociation.(5) Bring forward proposal for shareholders’ meeting.(6) Conduct prosecution to directors and senior management under provision 152of the Company Law.(7) Enjoy other powers authorized by articles of corporation. Supervisor ispermitted to attend the board conference as non-vote delegate and make inquiries or suggestions to the items listed in directorate resolution.Meanwhile, supervisor can commence an investigation related to any abnormal business management. When necessary, supervisor is allowed to employ a certified public accountant to assist his work with relevant charges covered by company. The necessary expenses during his performance will be provided by company.Chapter Ⅷ Financial Accounting and Profit SharingArticle 37: Company shall conform to laws, administrative rules and regulations authorized by financial department of State Council and establish financial accounting regulations, and should work out financial accounting report each fiscal year and have it legally verified and audited by public accounting firm. Financial accounting report should be delivered to each shareholder within 3 months at the end of each fiscal year.Article 38: Profit should be shared in such an order after income tax has been paid:(1)Cover previous deficit.(2)Collect 10% profit as statutory common reserve (company’s reserve fund).Statutory reserve fund may be waived once the cumulative amount of fundstherein exceeds 50 percent of the company registered capital.(3)Collect 15% profit as discretionary reserves (company development fund).Extract 10% profit as innovation fund. Preserve 15% benefit as staff awardsand welfare fund. The proportion and usage of each reserves may beadjusted through consensus of shareholders’meeting subject to annualbusiness management.(4)Pay shareholders the dividend. Company shall share profit in accordancewith the proportion of subscribed contribution in registered capital afterpaying income tax and collecting reserves. In principle, the dividend shouldexceed 25% annual net profit.Chapter Ⅸ Dissolution and LiquidationArticle 39: Company can be dissolved if meeting one of following occurrences:(1) Either Business period stipulated in articles of association expires, or other dissolution reasons defined by regulations occurs except for those surviving amendment by company.(2) The resolutions of shareholders’ meeting to dissolution.(3) Dissolution due to merger or division.(4) Business license has been revoked under laws. Ordered to close down orwithdraw.(5) Courts fulfill dissolution under article 183 of the Company Law.(6) Other occurrences stipulated by laws and administrative rules.Article 40: If the dissolution meets the occurrences mentioned in clause 1, 2, 4, 5 of former article, a liquidation group should be formed and start to work within 15days from the date of liquidation confirmation, draft liquidation report and submit it to shareholders’ meeting for confirmation after completing liquidation. They should also file liquidation report to registration authority, apply for cancellation of registration and claim termination of company.Article 41: Liquidation group, made up of shareholders, shall act under the Company Law, relevant laws and rules, and assume their liabilities.Chapter Ⅹ Supplementary ProvisionsArticle 42: Registration matters verified by registration authority shall prevail.Article 43: if the articles of association contradict state laws or administrative rules, the latter shall prevail.Article 44: The term of ‘more than’should be inclusive; ‘more than half’should be exclusive.Article 45: The board of directors is responsible for the interpretation of the article of association.Article 46: The articles of association are made quadruplication. One copy shall be submitted to registration authority.Legal Representative：Legal Representative：11。
公司章程英文版本
公司章程英文版本Company BylawsArticle 1: Name and Registered Office1.1 The name of the company shall be [Company Name].1.2 The registered office of the company is located at [Registered Office Address].Article 2: Objectives2.1 The objectives of the company are:2.1.1 To carry out business activities as permitted by law.2.1.2 To engage in any activities related to the main business as deemed necessary by the Board of Directors.2.1.3 To pursue investment opportunities that are in line with the company's goals.Article 3: Share Capital3.1 The total share capital of the company amounts to [Amount in Currency].3.2 The share capital is divided into [Number of Shares] shares with a nominal value of [Value in Currency] each.3.3 The shares may be in the form of registered or bearer securities as determined by the Board of Directors.Article 4: Shareholders4.1 Any individual or legal entity can become a shareholder of the company by subscribing to the share capital.4.2 The shareholders have the right to attend and vote at General Meetings.4.3 Shareholders may transfer their shares to third parties, subjectto any restrictions imposed by law or the company's Articles of Association.Article 5: Board of Directors5.1 The company shall be managed by a Board of Directors.5.2 The Board of Directors shall consist of [Number of Directors] directors.5.3 The directors shall be appointed by the General Meeting of Shareholders for a term of [Term Length].5.4 The Board of Directors shall have the power to make decisions concerning the management and operation of the company.5.5 The Board of Directors meetings shall be held at least [Frequency of Meetings], with written notice provided to all directors.Article 6: General Meetings and Shareholder Rights6.1 General Meetings of Shareholders shall be held at least once a year.6.2 Shareholders have the right to attend and vote at General Meetings.6.3 Decisions taken in General Meetings require a majority vote of shareholders present or represented.6.4 Shareholders have the right to examine the company's financial statements and other relevant documents.Article 7: Dividends and Reserves7.1 The company may distribute dividends to shareholders as determined by the Board of Directors.7.2 The company may allocate a portion of its profits to reserves for future investment or other purposes deemed necessary by theBoard of Directors.Article 8: Amendment of the Bylaws8.1 The Bylaws can be amended by a decision of the General Meeting of Shareholders.8.2 Amendments to the Bylaws require a majority vote of shareholders present or represented.8.3 Any amendment to the Bylaws shall be filed with the relevant authorities and become effective upon registration.Article 9: Dissolution and Liquidation9.1 The company may be dissolved by a decision of the General Meeting of Shareholders.9.2 In the event of dissolution, liquidation shall be carried out in accordance with applicable laws and regulations.Article 10: Governing Law and Dispute Resolution10.1 The company shall be governed by the laws and regulations of [Jurisdiction].10.2 Any disputes arising from or related to the company's activities shall be resolved through arbitration in accordance with [Arbitration Rules].These Bylaws were adopted by the General Meeting of Shareholders on [Date].。
公司章程英文范本
公司章程英文范本BYLAWS OF COMPANY ABCArticle I: Name and OfficesSection 1. Name. The name of the corporation shall be Company ABC.Section 2. Offices. The registered office of the corporation required by law to be maintained in the State of [State], and the principal office of the corporation shall be located at [Address]. The corporation may have such other offices, either within or outside the State of [State], as the Board of Directors may designate or as the business of the corporation may require from time to time.Article II: PurposeSection 1. Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of [State].Article III: ShareholdersSection 1. Annual Meeting. An annual meeting of the shareholders shall be held each year on a date and time designated by the Board of Directors.Section 2. Notice of Meetings. Notice stating the place, date, and hour of the annual meeting shall be given to each shareholder entitled to vote at the meeting not less than [number] days nor more than [number] days before the date of the meeting.Article IV: Board of DirectorsSection 1. Powers and Duties. The board of directors shall managethe business and affairs of the corporation and shall have all the powers of the corporation, except as otherwise provided by law or in the articles of incorporation.Section 2. Number and Election. The number of directors of the corporation shall be [number], and the directors shall be elected at the annual meeting of shareholders.Section 3. Term of Office. Each director shall hold office for a term of [number] years or until a successor has been elected and qualified.Section 4. Meetings. The board of directors shall meet as often as necessary, but at least [number] times per year, at a time and place designated by the board.Article V: OfficersSection 1. Officers. The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the board of directors.Section 2. Duties. The President shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation.Section 3. Term of Office. Each officer shall serve for a term of [number] years, or until a successor has been elected and qualified. Article VI: AmendmentsSection 1. Amendments. These bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of a majority of the board of directors.IN WITNESS WHEREOF, the undersigned has executed these bylaws as of [Date].____________________________ [Name][Title]。
公司章程范本中的公司章程中英文对照范例
公司章程范本中的公司章程中英文对照范例公司章程（Articles of Association）第一章：总则第一条【公司名称】本公司的名称为[公司名称]（简称“本公司”）。
第二条【公司类型】本公司为有限责任公司。
第三条【注册地址】本公司的注册地址为[注册地址]。
第四条【经营范围】本公司的经营范围包括但不限于：[经营范围]。
第五条【注册资本】本公司的注册资本为人民币[注册资本金额]（大写：人民币[注册资本金额大写]）。
第六条【股东】本公司的股东包括但不限于：[股东1姓名]、[股东2姓名]等。
第七条【管理层】本公司的管理层包括但不限于：董事、监事和经理等。
第八条【章程生效】本公司章程于[章程生效日期]生效，并取得法律效力。
第二章：股东权益第九条【股权登记】本公司股权登记由本公司的股东登记薄负责。
第十条【股权转让】股东在转让其股权时，应向公司提出书面申请，董事会有权根据有关法律和本章程的规定，决定是否同意该转让。
第十一条【股息分配】公司在扣除必要的费用后，将根据股东持有的股份比例，派发相应的股息。
第三章：董事会第十二条【董事会的职责】董事会按照法律、法规和公司章程的规定，管理和监督公司的日常运营和决策事项。
第十三条【董事的任职和离职】董事由股东大会选举产生，任期为[董事任期]。
董事可以连任。
第十四条【董事会决策】董事会的决策应当以股东利益为核心，并经过多数董事的同意方可生效。
第四章：监事会第十五条【监事会的职责】监事会按照法律、法规和公司章程的规定，对公司的财务状况和经营情况进行监督。
第十六条【监事的任职和离职】监事由股东大会选举产生，任期为[监事任期]。
监事可以连任。
第五章：经理第十七条【经理的职责】经理负责公司的日常经营管理工作。
第六章：公司章程的修订和解释第十八条【章程的修订】对公司章程的修订应当经过股东大会的决议，并符合法律和法规的要求。
第十九条【章程的解释】对公司章程的解释权归属于本公司的股东大会。
有限公司章程模板英文版
______________________________________________________有限公司章程___________________________年___________________________月Articles of AssociationFor the purpose of adapting to the requirements of socialist marketeconomy a nd developing productivity， the Articles of Association is made and reentered in accordance with the Company Law o f the People’s Republic of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations， the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1: The Company’s name: XXXXXXXX Co.， Ltd. (hereinafter referredto as the Company)Article 2: The Company’s address: Post Place of Guozhuang T own， Pingdu CityChapter Two Scope of BusinessArticle 3: The scope of business: production and processing of saltedvegetables， fresh vegetables， pepper and other agricultural products (sanitation license shall be valid before April 29， 20XX); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s registered capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital，shareholders representing 2/3 or more of the voting rights must approveand adopt the resolution. In increasing the registered capital， the shareholders shall subscribe the additional capital investment， which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital，the Company shall inform the creditors within 10 days and publish atnewspapers within 30 days after the resolution is made. Within 30 daysupon receipt of the notice， the creditor who f ails to receive the notice，is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through theprocedures for registration of change at the Company registration organif applicable.Chapter Four Names of Shareholders， Forms and Amount of Investment Article 5: The names o f shareholders， forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1，656，759.64 Yuan， accounting for 21.24% of the registered capital， in the form of money， with the investment fully funded before Aug. 24， 20XX.Song Lixian: amount of investment: RMB 6，143，240.36 Yuan， accounting for 78.76% of the registered capital， in the form of money， with the investment fully funded before May 14， 20XX.Article 6: All shareholders shall be issued Capital ContributionCertificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board ofshareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) Voting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws， regulations and Articles of Association;(5) Preempting the contributions that other shareholders havetransferred;(6) Preempting the newly-added registered capital of the Companyaccording to their contribution proportions;(7) After termination of the Company， acquiring the residual assets ofthe Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reportsof the Company.Article 8: Shareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company isregistered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions to each other.Article 10: Transferring capital contribution of shareholders shall benegotiated by board of shareholders. If it is transferred tonon-shareholders， it must be approved by majority of all shareholders.The shareholders inform other shareholders in written form for approvalon the equity transfer， and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more thanhalf of the shareholders don’t approve such transfer， they must purchase part of the transferred capital contribution. Otherwise， it is regarded to consent to such transfer.Article 11: The Company should record the name， address and capital contribution of assignee into shareholders list after the shareholdertransferred their contribution.Chapter Seven Organizations of the Company and its Formation， their Functions and Rules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative， and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and finalaccount plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger， split-up， change of Company form，dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in writtenform， the shareholders may make a resolution directly without holdingthe shareholder’s meeting， and all the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage ofcapital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classified into regular meetings and temporary meetings. All shareholders shall be notified 15days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rightscan propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors andthe shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties， the supervisorof the Company may convene and preside over such meetings; if thesupervisor is unable to perform his duties， the shareholder representing1/10 or more of the voting rights can propose to hold the shareholders’meeting at his discretion.Article 17: Shareholders’ meeting shall make a resolution to theconcerned matters， which shall be adopted by the shareholdersrepresenting 2/3 or more of the voting rights， while the resolution made at a shareholders’ meeting on increasing or reducing the registeredcapital， merger， split-up， dissolution or change of the Company formor amending the Articles of Association shall be adopted by theshareholders representing 2/3 or more of the voting rights. The board of shareholders shall make t he meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meetingminutes.Article 18: The Company sets one executive director， which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may， after the expiryof his term of office， hold a consecutive term upon re-election.The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans ofthe Company;6. Working out the plans on the increase or decrease of registered capital，and issuance of bonds of the Company;7. Drawing out the plans on merger， split-up， dissolution， change of the Company form， and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company，and， according to the nomination of the manager， deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance aswell as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed ordismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the followingauthorities:1. Taking charge of the management of the production and businessoperations of the Company;2. Organizing the execution of the Company’s annual operational plansand investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate. Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years，and the supervisor may， after the expiry of his term of office， hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law， regulation， the Articles of Association of the Company;3. Demanding any executive directors and managing officers to makecorrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when t he executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managingofficers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Companyshall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of theCompany. The executive director’s term of office shall be no more than3 years. The executive director shall be elected and dismissed by the board of shareholders， and who may， after the expiry of his term of office，hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the followingauthorities:1.Convening and carrying out the board resolutions， and reporting the status on work to board of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company， who shall be employed and dismissed by the executive director.Chapter Nine Financial and Accounting， Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accountingsystems of the Company in accordance with the relevant laws，administrative regulations and provisions enacted by the financialcontrol authorities under the State Council， prepare financialstatements at a fiscal year ends， and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by thefinancial control authorities under the State Council.Article 27: Labor and employment system shall be subject to relevantnational laws， regulations and provisions enacted by ministry of laborunder the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30，2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles ofAssociation expires or any of the matters for dissolution as stipulatedin the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due tothe violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved， a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed， the liquidation group shall formulate a liquidation report，which shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Companyregistration authority for writing off the registration of the Company，then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder ConsidersNecessaryArticle 31: The Company may amend the Articles of Association based ondemand or matters concerned the registration alteration， the amended articles of association shall not be in contradiction with the laws andregulations， the amendment to the articles of association shall beadopted by all shareholders of the Company by voting. The amended articlesof association shall be submitted to former Company registrationauthority and make relevant alteration registration for registrationauthority， if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33: Registered particulars of the Company shall be subject toconfirmation of Company registration authority.Article 34: This Article of Association is established by all investorsand shall become e ffective since the date of establishment of the Company. Article 35: This Article of Association is made in four origin copies，each shareholder keeps one， the Company keeps one， and one for Company registration authority.Signatures of all shareholders:Date。
最新整理有限责任公司章程英文版LimitedLiabilityCompanyAgreement.doc
Limited Liability pany AgreementA _________(STATE) LIMITED LIABILITY PANYEFFECTIVE AS OF _________(M,D,Y)THE INTERESTS DESCRIBED AND REPRESENTED BY THIS LIMITED LIABILITY PANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT' OR ANY APPLICABLE STATE SECURITIES LAWS ('STATE ACTS') AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND APPLICABLE STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE PANY.TABLE OF CONTENTSArticle 1. DEFINITIONS1.1 Accretion Amount1.2 Act1.3 Affiliate1.4 Agreement1.5 Business.1.6 Business Plan1.7 Capital Account1.8 Capital Contribution.1.9 Certificate of Formation or Certificate1.10 Change of Control1.11 Code.1.12 mon Unit1.13 pany1.14 pany Property.1.15 Confidential Information. 1.16 Deficit Capital Account1.17 Depreciation.1.18 Distributable Cash.1.19 Distribution.1.20 Economic Interest1.21 Economic Interest Owner 1.22 Entity.1.23 Equity Owner.1.24 Fiscal Year1.25 Gross Asset Value1.26 Holders1.27 IPO1.28 Intellectual Property Rights.1.29 License Agreement1.30 Majority Interest1.31 Manager1.32 Member.1.33 Membership Interest1.34 FFF.1.35 FFF Options.1.36 FFF Dilutive Units1.37 NII1.38 NII Sale.1.39 Non petitive Activity1.40 HHH Partners Domestic.1.41 HHH Partners Overseas.1.42 HHH Partners1.43 Ownership Interest.1.44 Preferred Sale Fee.1.45 Proportionately Dilutive Units.1.46 Put Period.1.47 Put Right1.48 Person.1.49 Preferredto mon Conversion Option 1.50 Preferred Units1.51 Profits and Losses.1.52 Proportionately1.53 Redemption Price.1.54 Regulations1.55 Reorganization.1.56 Reserves.1.57 Sale or Sell.1.58 Secretary of State.。
公司章程英文版
公司章程英文版Articles of AssociationOfChongqing, ChinaDate: [ ], 2005Table of ContentsArticle 1 - Name of Company. 3Article 2 - Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4Article 5- Total Amount of Investment and Registered Capital 5Article 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of Profits. 13Article 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article 17 - Rules and Regulations. 18Article 18 -Miscellaneous. 19The present articles are hereby formulated by .(hereinafter referred to as the “Investor”) in acco Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owneArticle 1 - Name of CompanyName of the Company in English:Name of the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Name of InvestorName of the Investor in English: .Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1 Legal PersonThe Company shall be a legal person under the laws of the PRC subject to the protection and jurisdiction of PRC law.3.2 Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for be limited to the registered capital of the Company.3.3 Date of EstablishmentThe date of the establishment of the Company shall be the date on which the Company is issued its Business Lice3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the B and any other governmental agencies whose approval may be required by law with respect to the matters herein (“Article 4 - Purpose and Scope of B4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote technologies and scientific management methods and to bring satisfactory economic benefits to the investor.4.2 Business Scope(The business scope mentioned above shall be subject to the approval of the related industrial and commercial a Article 5 - Total Amount of Invest 5.1 Total Amount of InvestmentThe total amount of investment of the Company shall be.5.2 Registered CapitalThe registered capital of the Company shall be .5.3 Contribution to Registered CapitalInvestor’s contribution to the registered capital of the Company shall be in cash. The register (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after th three (3) years after the Date of Establishment according to relevant Chinese laws and regulations.5.4 Investment CertificatesThe Company shall retain at its expense a certified public accountant registered in China to verify the capital c then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis o5.5 Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Company may, pursuant to the the Company through loans from domestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a una at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authori in the registered capital and/or total amount of investment with the original department of administration of iArticle 6 - Encumbrance of InvestmThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capit out procedure to change registration with the original registration body.Article 7 - Board of Directors7.1 Formation of Board(a) The date of issuance of the Company’s Business Li cense shall be the date of the establishment(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by th shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in t any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the rem board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Compan chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shal7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company and shall have the right t(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative v meeting:(i) amendment of the Articles of Association;(ii) increase or assignment of registered capital or the total amount of investment;(iii) merger of the Company with any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other relat laws or regulations.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majorit convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making (ii) mortgage, pledge or granting of a security interest or other types of liens in any building, offis more than RMB 1 million;(iii) loan and/or borrowing, the amount of which is more than RMB 1 million;(iv) rental agreements, the amount of which is more than RMB 1 million;(v) investment and/or disposal of tangible and intangible assets, the amount of which (vi) addition of items to or change of the scope of business of the Company;(vii) establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Company’s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief f(xii) approval of equity investment with the amount more than RMB 1 million by the Company ;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the ent(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.7.3 Meetings(a) The first Board meeting shall be held within sixty (60) days from the date of the issuance of t(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address o of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quor unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for c(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor fro Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at least fourteen (14) days p the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twentyand no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy i on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchang the same force and effect as a vote taken by the Directors physically present at a meeting.(h) Board meetings may also be held by telephone or other electronic audio means such that everyone c by such means shall constitute presence of such Director or his proxy in person at a meeting.(i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Boa unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a ma to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors a of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the s appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Director, and be placed on file at the Company’s head office.Article 8 - Management Organizatio8.1 Management Organisation(a) The Board of Directors of the Company shall establish a management organisation, which shall be res and management of the Company. Unless otherwise decided by the Board, the operation and management organisation officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be ap in person, by telephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be re(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is remov(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any without prejudice to the Senior Corporate Officer’s compensation for termination (if any).(f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board from time to time, the ge the deputy general manager shall, under the leadership of the general manager, assist the general manager in the da the leadership of the general manager, be responsible for the financial and accounting matters of the Company.(c) The general manager shall prepare the annual business plan and budget for each year for Board ap year’s bu siness plan and budget to the Board for approval no later than two months prior to the commencement o8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or c for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidia(b) All other management personnel of the Company shall be forbidden from concurrently serving for or by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition sha otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in c acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. A dismissed by the general manager.Article 9 - Labour Management9.1 Governing PrincipleThe Company shall be entitled to full enterprise autonomy granted to foreign investment enterprises and shall ha employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insur PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly. The Company shall9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared an strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such numb number of employees of the Company, due to such factors as expansion or reduction of business or increased or d9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward an for copyright protection, patent protection and other rights regarding inventions and works of authorship in the and personnel policies of the Company and the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Company shall be prepared by the general manager regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shal qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified perso(d) The Company shall sign non-competition and confidentiality agreements with its employees in acc9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degr otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contractArticle 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic o of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of th by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages rece union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Dis11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and othe enterprises such as the Company or for the Investor under any laws and regulations of the PRC.11.2 Finances(a) The financial and accounting affairs of the Company shall be handled consistently with the financ Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Company shall pay all taxation according to relevant laws and regulations of the PRC.(b) The fiscal year of the Company shall start on January 1 of each calendar year and end on Decembe the year of termination or expiration and end on the date of termination or expiration of the Company.(c) The Company shall adopt the internationally recognized accrual basis and debit and credit account be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepa for formulating the accounting and administrative measures regarding the Company’s financial affairs, which sh11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the B auditor and provide convenience for the auditing.11.4 Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to b bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and pr shall be determined by the Board in light of the business and financial conditions of the Company.11.5 Distribution of Profits(a) The Board of Directors may distribute the profits of the Company as and when they deem appropriate.(b) If the Company carries any loss from any previous year, the profits of the current year shall first be u all deficits from any previous years is fully made up. Any distributable profits retained by the Company and c with the distributable profits of the current year.Article 12 - Bank Accounts and Foreig 12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutio financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examin12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measur(c) The Company shall use its foreign exchange according to the following priority unless otherwise(i) Payment of compensation to the Company’s expatriate staff;(ii) Payment for materials, equipment, and services the Company imports from abroad;(iii) Payment for any administrative expenses the Company incurs which require foreign exchange payment(iv) Payment of loan principal and interest and related obligations requiring foreign exchange paymen(v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investor of proceeds from liquidation of assets pursuant to the provisions of Art12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a ba Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and co as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written applicatio and Approval Authority six (6) months prior to the expiration date of the Term of the Company.Article 14 - Early Termination14.1 Events of TerminationUpon the occurrence of any of the following events, the Company shall be terminated or reorganized accordingly:(a) The Term of the Company expires and is not extended.(b) The Company has sustained heavy losses for five (5) consecutive years and the Company is unab(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable ev storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for mor(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of P(f) The Investor decides to terminate the Company before the expiry of the Term.(g) Other causes for termination stipulated herein.14.2 Examining and Approval AuthorityUnder any of the circumstances stipulated as items (b), (c), (d) and (f) of Article 14.1, the Company shall submi Company. The termination date of the Company shall be the date on which the termination approval was given by14.3 NoticeIn case that the Company terminates in accordance with the provisions specified as items (a), (b), (c), (f) and a public announcement and notify its creditors; and submit, fifteen (15) days after the date of the public annou for the liquidation committee to the Examination and Approving Authority for approval of liquidation.Article 15 - Liquidation15.1 Liquidation(a) Upon the scheduled expiration of Term (including any extension thereof) or the earlier termination of Directors shall immediately adopt a unanimous resolution to liquidate the Company, formulate liquidation proced and other related government agencies the liquidation of the Company.(b) The liquidation of the Company shall be handled in accordance with applicable laws and regulatio Investor. In case any person so appointed cannot serve, a replacement shall be appointed within ten (10) days. liquidation committee to the Examination and Approval Authority for examination and verification.(c) Upon receipt of a written favourable response from the Examination and Approval Authority, or, i date of submission of the list of liquidation committee members, the liquidation committee shall commence work im in applicable laws and regulations.(d) The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidati(e) The liquidation committee shall use its best efforts to obtain the highest possible prices for(f) After the settlement of all payments in accordance with paragraphs (i) to (iv) of Article 15(h(g) Upon completion of liquidation of the Company, the liquidation committee shall submit a liquidat the Examination and Approval Authority for the record and carry out the necessary procedures to cancel the Compa and register with the custom, s authorities.(h) The Company shall use all of its assets to satisfy its debts and liabilities. Upon liquidation law requires otherwise:(i) payment of all liquidation expenses;(ii) payment of all wages and salaries and insurance and welfare benefits required to be paid by th(iii) payment of any taxes required to be paid by the Company;(iv) payment of all outstanding debts of the Company, including any debts owed to the Investor;(v) payment to the Investor of any remaining assets.(i) During the period of liquidation, the liquidation committee shall represent the Company in an Article 16 - InsuranceThe Company shall, at all times during the operation of the Company, procure and maintain full and adequate insurance policies may be obtained from any insurance company authorized to provide such policies in the PRC. The types o insurance proceeds shall be determined by the Board of Directors based on the practices of the Investor in otheArticle 17 - Rules and RegulationsThe rules and regulations of the Company to be formulated or approved by the Board of Di(a) The management structure of the Company, including work procedures of all departments of the Co(b) The employees handbook;(c) Labour plan and labour and personnel policies;(d) The financial and accounting system; and(e) Other necessary rules and regulations.Article 18 - Miscellaneous18.1 These Articles of Association are written in both English and Chinese. Each such version shall be cons and have the same force.18.2 Amendments to these Articles of Association shall require the unanimous approval of the Board of Direct by law.18.3 The headings contained in these Articles of Association are for reference only and shall not be deemed hereof.18.4 These Articles of Association shall become effective on the date on which these Articles of Association by the Examination and Approval Authority.18.5 The invalidity of any provision of these Articles of Association shall not affect the validity of an18.6 Whenever under these Articles of Association notice is required to be given to any director, it shall by mail, by telex, by telefax, addressed to such director at such address as appears on the books of the Compan18.7 Matters not specifically provided for in these Articles of Association shall be dealt with in accord 18.8 The execution, validity, interpretation and performance of these Articles of Association and settlemIN WITNESS WHEREOF, the Investor hereto has caused this Articles of Association to be executed by its duly authBy: _________________Name:Title:Nationality:。
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佳答案有限责任公司章程（参考格式）第一章总则第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由等方共同出资，设立有限责任公司，（以下简称公司）特制定本章程。
第二条本章程中的各项条款与法律、法规、规章不符的，以法律、法规、规章的规定为准。
第二章公司名称和住所第三条公司名称：。
第四条住所：。
第三章公司经营范围第五条公司经营范围：（注：根据实际情况具体填写。
）第四章公司注册资本及股东的姓名（名称）、出资方式、出资额、出资时间第六条公司注册资本：万元人民币。
第七条股东的姓名（名称）、认缴及实缴的出资额、出资时间、出资方式如下：股东姓名或名称认缴情况设立（截止变更登记申请日）时实际缴付分期缴付出资数额出资时间出资方式出资数额出资时间出资方式出资数额出资时间出资方式合计其中货币出资（注：公司设立时，全体股东的首次出资额不得低于注册资本的百分之二十，也不得低于法定的注册资本最低限额，其余部分由股东自公司成立之日起两年内缴足;其中投资公司可以在五年内缴足。
全体股东的货币出资金额不得低于注册资本的百分之三十。
请根据实际情况填写本表，缴资次数超过两期的，应按实际情况续填本表。
一人有限公司应当一次足额缴纳出资额）第五章公司的机构及其产生办法、职权、议事规则第八条股东会由全体股东组成，是公司的权力机构，行使下列职权：（一）决定公司的经营方针和投资计划；（二）选举和更换非由职工代表担任的董事、监事，决定有关董事、监事的报酬事项；（三）审议批准董事会（或执行董事）的报告；（四）审议批准监事会或监事的报告；（五）审议批准公司的年度财务预算方案、决算方案；（六）审议批准公司的利润分配方案和弥补亏损的方案；（七）对公司增加或者减少注册资本作出决议；（八）对发行公司债券作出决议；（九）对公司合并、分立、解散、清算或者变更公司形式作出决议；（十）修改公司章程；（十一）其他职权。
（注：由股东自行确定，如股东不作具体规定应将此条删除）第九条股东会的首次会议由出资最多的股东召集和主持。
第十条股东会会议由股东按照出资比例行使表决权。
（注：此条可由股东自行确定按照何种方式行使表决权）第十一条股东会会议分为定期会议和临时会议。
召开股东会会议，应当于会议召开十五日以前通知全体股东。
（注：此条可由股东自行确定时间）定期会议按（注：由股东自行确定）定时召开。
代表十分之一以上表决权的股东，三分之一以上的董事，监事会或者监事（不设监事会时）提议召开临时会议的，应当召开临时会议。
第十二条股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。
（注：有限责任公司不设董事会的，股东会会议由执行董事召集和主持。
）董事会或者执行董事不能履行或者不履行召集股东会会议职责的，由监事会或者不设监事会的公司的监事召集和主持；监事会或者监事不召集和主持的，代表十分之一以上表决权的股东可以自行召集和主持。
第十三条股东会会议作出修改公司章程、增加或者减少注册资本的决议，以及公司合并、分立、解散或者变更公司形式的决议，必须经代表三分之二以上表决权的股东通过。
（注：股东会的其他议事方式和表决程序可由股东自行确定）第十四条公司设董事会，成员为人，由产生。
董事任期年，任期届满，可连选连任。
董事会设董事长一人，副董事长人，由产生。
（注：股东自行确定董事长、副董事长的产生方式）第十五条董事会行使下列职权：（一）负责召集股东会，并向股东会议报告工作；（二）执行股东会的决议；（三）审定公司的经营计划和投资方案；（四）制订公司的年度财务预算方案、决算方案；（五）制订公司的利润分配方案和弥补亏损方案；（六）制订公司增加或者减少注册资本以及发行公司债券的方案；（七）制订公司合并、分立、变更公司形式、解散的方案；（八）决定公司内部管理机构的设置；（九）决定聘任或者解聘公司经理及其报酬事项，并根据经理的提名决定聘任或者解聘公司副经理、财务负责人及其报酬事项；（十）制定公司的基本管理制度；（十一）其他职权。
（注：由股东自行确定，如股东不作具体规定应将此条删除）（注：股东人数较少或者规模较小的有限责任公司，可以设一名执行董事，不设董事会。
执行董事的职权由股东自行确定。
）第十六条董事会会议由董事长召集和主持；董事长不能履行职务或者不履行职务的，由副董事长召集和主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事召集和主持。
第十七条董事会决议的表决，实行一人一票。
董事会的议事方式和表决程序。
（注：由股东自行确定）第十八条公司设经理，由董事会决定聘任或者解聘。
经理对董事会负责，行使下列职权：（一）主持公司的生产经营管理工作，组织实施董事会决议；（二）组织实施公司年度经营计划和投资方案；（三）拟订公司内部管理机构设置方案；（四）拟订公司的基本管理制度；（五）制定公司的具体规章；（六）提请聘任或者解聘公司副经理、财务负责人；（七）决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人员；（八）董事会授予的其他职权。
（注：以上内容也可由股东自行确定）经理列席董事会会议。
第十九条公司设监事会，成员人，监事会设主席一人，由全体监事过半数选举产生。
监事会中股东代表监事与职工代表监事的比例为：。
（注：由股东自行确定，但其中职工代表的比例不得低于三分之一）监事的任期每届为三年，任期届满，可连选连任。
（注：股东人数较少规格较小的公司可以设一至二名监事）第二十条监事会或者监事行使下列职权：（一）检查公司财务；（二）对董事、高级管理人员执行公司职务的行为进行监督，对违反法律、行政法规、公司章程或者股东会决议的董事、高级管理人员提出罢免的建议；（三）当董事、高级管理人员的行为损害公司的利益时，要求董事、高级管理人员予以纠正；（四）提议召开临时股东会会议，在董事会不履行本法规定的召集和主持股东会会议职责时召集和主持股东会会议；（五）向股东会会议提出提案；（六）依照《公司法》第一百五十二条的规定，对董事、高级管理人员提起诉讼；（七）其他职权。
（注：由股东自行确定，如股东不作具体规定应将此条删除）监事可以列席董事会会议。
第二十一条监事会每年度至少召开一次会议，监事可以提议召开临时监事会会议。
第二十二条监事会决议应当经半数以上监事通过。
监事会的议事方式和表决程序。
（注：由股东自行确定）第六章公司的法定代表人第二十三条董事长为公司的法定代表人，(注：也可是执行董事或经理)，任期年，由选举产生，任期届满，可连选连任。
（注：由股东自行确定）第七章股东会会议认为需要规定的其他事项第二十四条股东之间可以相互转让其部分或全部出资。
第二十五条股东向股东以外的人转让股权，应当经其他股东过半数同意。
股东应就其股权转让事项书面通知其他股东征求同意，其他股东自接到书面通知之日起满三十日未答复的，视为同意转让。
其他股东半数以上不同意转让的，不同意的股东应当购买该转让的股权；不购买的，视为同意转让。
经股东同意转让的股权，在同等条件下，其他股东有优先购买权。
两个以上股东主张行使优先购买权的，协商确定各自的购买比例；协商不成的，按照转让时各自的出资比例行使优先购买权。
（注：以上内容亦可由股东另行确定股权转让的办法。
）第二十六条公司的营业期限年，自公司营业执照签发之日起计算。
第二十七条有下列情形之一的，公司清算组应当自公司清算结束之日起30日内向原公司登记机关申请注销登记：（一）公司被依法宣告破产；（二）公司章程规定的营业期限届满或者公司章程规定的其他解散事由出现，但公司通过修改公司章程而存续的除外；（三）股东会决议解散或者一人有限责任公司的股东决议解散；（四）依法被吊销营业执照、责令关闭或者被撤销；（五）人民法院依法予以解散；（六）法律、行政法规规定的其他解散情形。
（注：本章节内容除上述条款外，股东可根据《公司法》的有关规定，将认为需要记载的其他内容一并列明。
）第八章附则第二十八条公司登记事项以公司登记机关核定的为准。
第二十九条本章程一式份，并报公司登记机关一份。
全体股东亲笔签字、盖公章：年月日Limited liability company charter (reference format) Chapter One of the first basis of the "PRC Company Law" (hereinafter referred to as the "Company Law") and related laws. regulations, jointly funded by the other side to set up a limited liability company (hereinafter referred to the company) is specially formulated charter. Second of all provisions of the Constitution and laws, regulations, rules and regulations are inconsistent with the law and regulations, the provisions of the regulations. Chapter 3 of the company name and company name : home. Home : 4. Chapter 5 of the operating company business areas : (Note : Under actual conditions specific to fill. ) Chapter IV of the names of the registered capital of the company and shareholders (name) basis, amounts of capital to finance the sixth time : 10,000 yuan of registered capital of the company. Seventh shareholders of the name (name), and shall be contributed by the investors subscribe to the investor, the investor as follows : subscribe to the established names of the shareholders (the deadline for registration of changes) when the amount actually paid by installments financed financed financed means the amount of time the investor financed investment means investment amount of time together currency means the investor time investor funds (Note : companies, first of all shareholders registered capital amounts to no less than 20%. have a registered capital of no less than the statutory minimum, and the rest by shareholders since the company paid up within two years from the date of establishment; investment companies which can be paid up in five years. Currency investors all the shareholders in the amount of registered capital of no less than 30%. Please fill in the table according to the actual situation. to pay more than two-frequency period. continued to fill the basis of the actual situation in the table. One person should be the first to pay the full amounts of capital Ltd.), the agency created by Chapter V, terms, Rule 8 of shareholders by all shareholders, is the authority to exercise the following powers : (a) The company's operating policies and investment decisions; (b) Election of the workers and representatives ofnon-replacement of the directors supervisors, the Board of Directors decided that the board remuneration; (c) Consideration of approval of the board of directors (or executive director); (4) consideration of approval of the board or the board of supervisors; (5) Consideration of approval of the annual financial budget plan accounts; (6) examined and approved the profit distribution plan and make up the losses; (7) to reduce or increase the registered capital of the company; (8) to make the issue of corporate bonds; (9) of the merger, separation, dissolution, liquidation or change in the form of the company; (10) to amend the company's charter; (11) other functions. (Note : by the shareholders to determine. If shareholders do not delete this provision shall be specified) 9 shareholders will be funded from the first meeting is convened and presided over the largest shareholder. 10th meeting of the shareholders will exercise their right to vote by the shareholders in accordance with the license. (Note : In accordance with this section to determine which shareholders may exercise the right to vote) 11 shareholders meeting will be divided into regular and ad hoc meetings. Held a shareholders meeting to be held on the 15th session of the notice to all shareholders. (Note : this section may be time to determine shareholders) by regular meetings (Note : by the shareholders to determine) held regularly. Represent 10% of the voting shareholders, more than one third of the directors, Board of Supervisors or the Board of Supervisors (not at the board of supervisors) proposal to convene a provisional meeting should be convened ad hoc meetings. 12 shareholders meeting convened by the board of directors, the chairman of the Chair; chairman is unable to perform his functions or failed to discharge their duties, the vice-Chair; vicechairman is unable to perform his functions or failed to discharge their duties, the directors elected a director more than half of the Chair. (Note : no board of a limited liability company. shareholders will be convened and chaired by the Executive Director. ) board of directors or executive director is unable to perform or not to perform the duties of convening meetings of shareholders. by the company's board of supervisors or board of supervisors is not convened and chaired; not convened and chaired the board of supervisors or the Board of Supervisors. 10% of the voting rights on behalf of their own shareholders, convened and chaired. 13th meeting of the shareholders to amend the company's charter to increase or reduce its registered capital, as well as company mergers, separation, dissolution or change in the form of companies, representing more than two-thirds of the voting shareholders to be passed. (Note : the other shareholders will be shareholders of the rules and voting procedures to determine) the 14th of the company, the board of directors members, by the produce. Directors, the term of office and may be re-elected. Chairman of the Board of Trustees established, vice chairman, from the produce. (Note : the shareholders to determine chairman and vice chairman of the way), the 15th of the following terms : the exercise of the Board (a) The shareholders will be convened to shareholders report; (b) the implementation of the resolutions of shareholders; (c) approval of the company's business plan and investment program; (4) Development of the annual financial budget plan accounts; (e) the profit distribution plan and make up the losses; (6) companies to increase or reduce its registered capital and the issuance of corporate bonds; (7) the enactment of the merger. separation of a company changes, the dissolution of the program; (8) the decision to set up internal management;(9) to appoint or fire the managers and their remuneration, and the hiring or firing decisions based on the nomination Manager Assistant Corporation, in charge of financial matters and their remuneration; (10) formulated the basic management system; (11) other functions. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be deleted) (Note : shareholders of a small number of limited liability company or a smaller scale, can be an executive director. no board of directors. determine the terms of executive directors by shareholders. ), the 16th meeting of the Board convened and presided over by its chairman; chairman is unable to perform his functions or failed to discharge their duties, convened and chaired by the vice chairman; vice chairman is unable to perform his functions or failed to discharge their duties, directors elected by more than half, convened and chaired by a director. 17 of the board vote, one person, one vote. Board rules and voting procedures. (Note : by the shareholders to determine) the 18th manager of the company set up by the board of directors to appoint or fire. Manager of the board of directors to exercise the following powers : (i) the production and operation management. organization and implementation of the Board of Trustees;(2) organizing and executing annual business plans and investment companies; (c) the development of internal management and institutional arrangements; (4) the development of the company's basic management system; (E) the specific regulations; (6) drew the appointment or dismissal companies Assistant, chief financial officer; (7) The Board shall appoint or fire except hiring or firing decisions outside of the management; (8) other functions conferred by the Board of Trustees. (Note : The above may be content to determine shareholders) managers to attend meetings of the board of directors. Article 19 of the company board of supervisors members, the board of supervisors established a President, elected by a majority of the entire board.Representatives of the shareholders and the board of supervisors, the ratio of workers : supervisors. (Note : by the shareholders to determine. However, the proportion of workers not less than one-third) of the board for a term of three years each term expires. be eligible for re-election. (Note : smaller companies with fewer shareholders specifications can be set from one to two board members) 20 board of supervisors or the exercise of the following terms : (1) Inspect corporate finance; (2) of the directors, senior management officer in the execution of their duties to monitor the actions of the company. in violation of laws, administrative regulations and the constitution of the shareholders or directors and the removal of senior management personnel; (c) When the directors, senior management staff will harm the interests of the company, asked directors, senior managers be corrected; (4) the proposal to convene a provisional shareholders meeting the Board does not fulfill the provisions of this law will be convened and presided over the shareholders meeting, convened and chaired duties shareholders; (e) submit proposals to shareholders; (6) In accordance with the provisions of Article 152 of the "Company Law" to the directors, Senior management institute legal proceedings; (7) Other terms. (Note : by the shareholders to determine if shareholders are not required to make specific provision should be deleted) to attend a meeting of the Board of Supervisors can. At least the 21st annual meeting of the board of supervisors, the board can propose to convene a provisional board meeting. Article 22 The board of supervisors adopted the resolution should be approved by more than half. Board rules and voting procedures. (Note : by the shareholders to determine) Article 23 of Chapter VI, chairman of the company's legal representative for the company's legal representative. (Note : But also executive director or manager) for a term of years, by election, the expiry of the term of office and may be re-elected. (Note : by the shareholders to determine) shareholders Council under Chapter VII of the other issues that need to be between 24 shareholders mutual transfers some or all of its investment. Article 25 of the shareholders to shareholders other than the transfer of ownership should be agreed by a majority of other shareholders. Shareholders on the transfer of its shares to other shareholders to solicit written consent. other shareholders receiving written notice on the 30th day of the month following the expiration of a reply, as agreed to the transfer. More than half the other shareholders do not agree to the assignment, the shareholders do not agree to the transfer of ownership should be purchased; Not to buy. considered to have consented to the transfer. After the shareholders agree to the transfer of shares in the same condition, the other shareholders in a pre-emptive. Two or more shareholders exercise their right of pre-emption proposal, in consultation with their respective proportion of the purchase; Failure. According to the license transfer exercise their right of pre-emption. (Note : The above content can be determined by the shareholders to transfer the shares. ) 26th deadline for the turnover of the company, Since the company calculated the date of the issuance of business licenses. Article 27 is one of the following cases, Company liquidation team shall be liquidated within 30 days of the end of their own authorities to cancel the registration of registered companies : (a) The company was declared bankrupt. (2) the expiration of the period stipulated in the articles of the business or other dissolved matter stipulated in the articles appeared. However, the company continued to exist except to amend the company's charter; (c) one shareholder resolution to dissolve the limited liability company or the shareholders dissolved; (4) according to the suspension of a business license, or order the closure was revoked;(5) The Court will be dissolved; (6) laws, administrative regulations dissolved the other cases.(Note : In addition to the above provisions of this chapter as shareholders under the relevant provisions of the "Company Law". together with other elements that need to be specified in the records. ) Chapter 8 of the 28 companies were registered in the company registration office approved later. Twenty-one copies of the Constitution, and they shall be reported to a company registration office. All shareholders handwritten signature, date stamped :。