最新外商独资企业章程中英文对照ArticlesofAssociation

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外商独资企业章程中英文版

______________ 外商独资企业、、八章年月Chapter 1 ObjectivesArticle 1In accordanee with Law of the People's Republic of China on Foreign-CapitalEn terprises , Compa ny Law of the PRC and other releva nt Chin ese laws andregulati ons , intends to set up En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny) , an exclusively foreign-owned enterprise. For this purpose ,these Articles of Associati on here un der are worked out.Article 2The investing party is a legal person registered with in accorda nee with the laws of g. Basic in formatio n as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal represe ntative: Name Nati on alityThe legal address of the Compa ny is at .Tel:Fax:Article 3The name of the Company in Chinese isThe nameof the Companyin English is Zhongbao Energy Resources Service Company.The legal address of the Compa nyis at 6, Gan gwuAve nue, Xi ' an In ter nati onalTrade &Logistics Park , Xi ' an, China.Article 4Chairma n of the Board is the legal represe ntative , perform his or her dutiescomply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.Article 5The Company is Chinese legal person ，its activities is under the governanceof Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co. ，Ltd. The responsibility of the investor is limited to the registered capital of the company. Companyis responsible for the debts by all its assets. After being agreed by China relevant departments ，company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives ，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange ，also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7The business scope of the Company is Drilling equipment and accessories sales ，labor services ，drilling engineering ，petroleum technology consulting andservices (above the range are free from state laws and regulations and restrictions prohibit operating the project ，involving licensing qualification ，with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Companyis USD90 000, 000; the registered capital is USD50 000, 000. The registered capital is paid in installments. Withi n three mon ths upon the issua nee of bus in ess lice nse , of the first in stallme nt shall be paid , and the rest part shall be paid off in two years.The differenee between the total amount of investment and the registered capitalcan obta in from bank loa ns or shareholder loa ns.Article 9The proporti on for export of the Compa ny is . The Board of Directorsor the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Compa ny. Chapter 3 Total In vestme nt Amount and the Registered CapitalArticle 10The amount of total investment of the Companyis ; the registered capital is .Article 11The con tributi on methods of the Compa ny are ,cash ;kind equivale nt of .Article 12The in vesti ng party shall con tribute the registered capital with the follow ing method: (Note: choose one of them)1. Paying off all the capital withi n six mon ths upon the issua nce of bus in ess licen se.2. The registered capital is paid in in stallme nts. Within three。

外资公司章程英文版

Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includescurrency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to , stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees' employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legal representative’s signature with the company stamp.)11 / 11。

独资章程英文版样本完整版

独资章程英文版样本 HUA system office room 【HUA16H-TTMS2A-HUAS8Q8-HUAH1688】外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People’s Republic of China on Foreign-CapitalEnterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, inTianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.Article 3The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.The legal name of the investing party is _____________________________________;Its legal address is _____________________________________________________;Its legal representative: Name _________; Nationality __________; Position___________.Article 4The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all ofits assets.Article 5The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.hapter 2 Objectives， Scope and Scale of Production and BusinessArticle 6The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is _______________________________________.Article 8The production scale of the Company after being put into operation is_____________.Article 9The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is ______________; theregistered capital is ______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the restpart shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China toverify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waivehis/her right.Article 21Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Company;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. split of the Company or merger with other economic organizations.5. issues which, according to the Board of Directors, must be unanimously passed by all directors.Other issues can be passed by the decisions of simple majority.Article 22Each Board meeting shall have detailed minutes, which shall be signed by allthe directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercises general manager responsibility system under theleadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors andshall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assistthe general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.Article 25Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle thematters handed over by the general manager and deputy general managers and be responsible to them.Article 26The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting.Article 27The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers throughconsultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation.Article 28In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.。

中外合资经营企业公司章程(英文版)

中外合资经营企业公司章程（英文版）The Article Of Association of Guangdong XXX company of limited libiability(drafted by lawyer LuYu)Chapter 1 General PrinciplesArticle 1 The article is formulated according to the provisions ofchina-foreign cooperative enterprises law of people's republic ofchina(hereinafter refered to as cooperative enterprises law), Company Law of the People's Republic of China(hereinafter refered to as company law) and other relevant laws and administrative regulations.Article 2 Where the Article Of Association conflicts with the provisions stipulated by the state laws and regulations, such provisions shall apply. Article 3 The Type of Business is limitied liability company jointly invested by investors from mainland of China and Hong Kong, Macao and Taiwan province.Chapter 2 the title and the domicile of the companyArticle 4 The title of the company is Guangdong XX company of limited libiability(hereinafter refered to as the company) .Article 5 The domicle of the company shall beChapter 3 Business scopeArticle 6 The business scope of the company is limited in ………. Chapter 4 The total investment and the registered capitalArticle 7 The total investment of the company is ……HK dollars and the registered capital is …HK dollars.Chapter 5 the name (or title) of the company and the registered place Article8 The two collaborators of the company are:(1) The……company (hereinafter referred to as party A) registered in china with a legal representative named ……, and which is domiciledin ………with a business license numbered ………(2) The……company (hereinafter referred to as party B ) registered in Hongkong with a authorized signatory named ……, and which is domiciled in ………with a business license numbered ……… Chapter 6 The Type Of Investment Or Conditions for Cooperation and the corresponding time limitArticle 9 The type of investment or Conditions for Cooperation and the corresponding time limit shall be:(1) The party A shall be responsible for going through the formalities of transportation permit for the vehicles and corresponding responsibilities.(2) The party B makes its captical contributions by contributing RMB XXX yuan in currency and by contributing non-currency property as material objects which takes up XX percent and XX percent of the total registerd capital respectively. The said captical contributions shall be Fully paid once in six months after the establishment of the company. Article10 The conversion between the foreign currency conducted as theregistered captal and RMB or between different kinds of foreign currency shall be accounted according to the middle price of the exchange rate, made known to the public by the central bank, of the day on which the investment is made.Article 11 The Chinese and foreign partners shall perform the obligations of making a full contribution and providing cooperation conditions as scheduled according to the provisions of the laws and regulations and the agreements of the contract. Where either of the parties fails to perform the contributive obligations the Administration Bureau for Industry and Commerce shall set a restricted duration for them to perform and the examination and approval authorities shall handle and punish it where it fails to ferform during the restricted period in accordance with relevant regulations of the state.Chapter seven Equity TransferArticle 12 The permit and the approval shall be obtained from the other party and the examination and approval authorities before where the transfer will occur between the parties and between one party of the cooperators and a third party and such transfer shall go through a formality of change registration.Chapter 9 Organizational StructureArticle 13 The cooperative company shall has a board of directors which is the organ of power making decisions on the major issues in accordanceof the article of association of the company.Article 14 The board of directors shall be composed of three persons, two of them shall be appointed or replaced by party A and the other one by party B. Each service term for a director may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.Article 15 The meeting of the board of directors shall be convened at least once a year and the meeting shall be convened and presided over by the chairman of the board, where the chairman can not perform the duties for special cause the chairman shall appoint a vice chairman or one of the other members of the board to convene and preside over the meeting. The meeting may be convened upon proposal made by directors presenting more than one-third of directors of the board.The meeting of the board of directors can be held only when more than two-thirds of the directors attend. And an authorized man shall be entrusted in writing form by the absent director to attend and vote as the representative of him. Any decision made by the meeting requires affirmative votes by more than half of all the directors. Where a director who neither attends nor entrusts a delegate to attend the meeting shall be deemed as having attended the meeting and waived his right of voting in resolving.A notice shall be made to all the directors ten days before the meeting isconvened.The meeting of the board of directors may make decisions by means of communication.Article 16 Any of the following resolutions may be adopted only when a affirmative votes is made by all of the directors presenting the meeting.(1) to adopt resolutions on amending the articles of association of the company;(2) to adopt resolutions on the increase or reduction of the registered capital of the company;(3) to adopt resolutions on dissolving the company;(4) to adopt resolutions on setting a mortgage on the assets of the company;(5) to adopt resolutions on matters such as merger, division and transformation of the company;(6) to adopt resolutions on other matters agreed by the parties.Article 17 The board of the directors has one chairman delegated by party A and has two vice chairman delegated by party B. Each service term for them may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.The chairman of the board shall be the legal representative of the company.Article 18 The company has a general manager who is in charge of the daily affairs of the company operation and management and shall report to the board of directors. The general manager shall be appointed and dismissed by the board.Appointed by the board of directors the directors may hold a concurrent post as the general manager or other senior officer.The board of the directors may adopt a resolution on dismissing the general manager and other senior officers if they are unfit for the job, conduct malpractices or neglect their duties. And they shall bear legal liabilities according to the law where any loss is caused thus.Article 19 The company has no board of supervisors but has two supervisors, delegated by party B, whose service term may not exceed 3 years but they may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Here the directors, senior officers or the finance manager may not hold a concurrent post as a supervisor.Article 20 The supervisors shall exercise the following functions and powers:(1) to check the company fiance;(2) to supervise the conducts of implementation of the company office of the directors and the senior officers, and to put forward the proposal of removal where a director or a senior officer breaches the law,administrative regulations or the articles of association.(3) to ask the directors or senior officers to rectify their conducts where the conducts of the directors or senior officers cause damage to the company.(4) to bring an action against the directors or senior officers according to the provisions of the article 152 of the company law;The supervisors may sit in the meeting of the board of directors and may bring up a interpellation or a proposal to the resolutions adopted by the booard of the directors.Article 21 The qualifications for the position of directors, supervisors and senior officers shall meet the requirements stipulated(provided) by the company law.Chapter 8 The Share Of The Incomes, Products, Risks And Losses Article 22 The style of the cooperative enterprise shall be a company if it meets the qualifications of a Chinese legal person. The parties of the cooperation shall be liable for the company’s d ebts to the extent of their respective investment or the cooperative conditions except as otherwise agreed by the contract.Article 23 The share of the parties of the incomes, products, risks and losses shall be ………………………………….And the party B shall pay the party A, on the basis of the number of the vehicles obtaining the entrance permission, a fixed profit per vehiclemonthly.Chapter 9 The duration, dissolving and liquidationArticle 24 The duration of the cooperation shall be XXX years which shall be counting from the date when the business license issued.Article 23 If both of the parties agree to extend the duration of cooperation, an application shall be submitted to the examination and approval authority 180 days in advance before the expiration of the contract after the a resolution to the matter has been adopted by the board of directors.Article 25 The cooperative company may be dissolved for any one of the following reasons:(1) the term of cooperation expires;(2) the cooperative company suffers serious losses in operation or incursa big loss for force majeure and thus makes it difficult to continue the operation;(3) it is difficult for the cooperative company to continue the operation for one or more parties fail to perform the obligations provided by the contract or the articles of association;(4) any other causes for dissolution prescribed by the cooperative contract or the articles of association has occurred;(5) or the cooperative company has been ordered to terminate for the reason of breach of the laws or administrative regulations.Article 26 A liquidation procedures shall be carried out when the term of the cooperative company expires or when it is dissolved in advance. The assets of the cooperative company shall be distributed by the cooperative parties according to the agreements of the contract.An application for company de-registration shall be submitted to the administrative agency for industry and commerce where the cooperative company expires or dissolves in advance.Chapter 10 Supplementary ProvisionsArticle 27 The matters such as………………………, herein not referred to, shall under the govern of the laws and administrative regulations of the people’s republic of China.Party A (signature and seal):Date:Party B (signature and seal):Date:。

外资公司章程英文版

Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includes currency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees'employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legalrepresentative’s signature with the company stamp.)。

外资公司章程英文版

Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”) Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includescurrency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is . Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license. If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions. Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval.One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host. (If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presided over by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted. CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees' employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system. CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can beextended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legal representative’s signature with the company stamp.)。

2024年外商投资企业章程模板英文版

2024年外商投资企业章程模板英文版2024 Foreign Investment Enterprise Articles of Association TemplateThis document outlines the regulations and guidelines for foreign investment enterprises in 2024. It includes provisions for governance structure, decision-making processes, and rights and responsibilities of shareholders.1. Name and LocationThe company shall be known as [Company Name] and its registered office shall be located at [Address].2. Purpose and Business ScopeThe company's main purpose is to engage in [describe business activities]. The business scope includes [list specific activities].3. Shareholders and SharesThe company shall have [number] shareholders. The shares shall be divided as follows:- [Shareholder 1 Name]: [Number] shares- [Shareholder 2 Name]: [Number] shares4. Board of DirectorsThe board of directors shall consist of [number] members. The board shall hold regular meetings to discuss and make decisions on company matters.5. OfficersThe company shall have a [Title] who shall be responsible for the day-to-day operations of the company. The officer shall report to the board of directors.6. Decision-MakingMajor decisions, such as changes to the company's business scope or capital structure, shall require approval from the majority of shareholders.7. Financial ReportingThe company shall prepare annual financial statements and report them to the shareholders. The financial statements shall be audited by an independent auditor.8. DividendsThe company may distribute dividends to shareholders based on the profits generated. The dividend distribution shall be approved by the board of directors.9. AmendmentsAny amendments to this Articles of Association shall require approval from the majority of shareholders.10. DissolutionIn the event of company dissolution, the assets shall be distributed to the shareholders based on their shareholding percentages.This template provides a basic framework for the governance and operation of a foreign investment enterprise in 2024. It is important tocustomize the articles of association to meet the specific needs and requirements of the company.。

外商独资企业章程中英文对照Articles精选of_Associatio

ARTICLES OF ASSOCIATION章程OF之CO., LTD.有限公司Date:【】,日期：年【】月【】日At【】地点：【】GENERAL PRINCIPLES总则These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations of the People's Republic of China (hereinafter called "PRC').根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。

2.1The name of the Company in Chinese is and inEnglish is .公司的中文名称为【】有限公司，英文名称为【】。

2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国【】，邮政编码：【】。

5.1The Company is incorporated in accordance with the "Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。

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外商独资企业章程中英文对照A r t i c l e s o f A s s o c i at i o nARTICLES OF ASSOCIATION章程OF之CO., LTD.有限公司Date:【】, 2011日期：2011年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations of the People's Republic of China (hereinafter called "PRC').根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。

Article.2第 2 条公司的中文名称为【】有限公司，英文名称为【】。

2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国北京市【】，邮政编码：【】。

Article.35.1The Company is incorporated in accordance with the "Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。

5.2The Company has the status of a PRC legal person and is governed and protected by thelaws of PRC. All activities of the Company shall be governed by the "Law of the People's Republic of China on Wholly Foreign-Owned Enterprises" and other laws, decrees, regulations, ordinance, of the PRC.公司具有中国法人资格，受中国的法律管辖和保护。

公司的所有活动应受《中华人民共和国外资企业法》以及中国其它相关法律、法令、法规和条例的管辖。

CHAPTER.II第二章SHAREHOLDER股东Article.4第 4 条The Company is established by XXX China (HK) Limited (hereinafter called the "Shareholder"), and the Shareholder shall contribute 100% of the Company's registered capital.公司由XXX（香港）有限公司（以下简称“股东”）独家投资设立，公司的注册资本全部（100%）由股东认缴。

第 5 条5.1The Shareholder is a company incorporated under the laws of Hong Kong SpecialAdministrative Region, the People’s Republic of China, with legal address at 【】.为一家根据中华人民共和国香港特别行政区法律合法设立的公司，其法定地址位于【】。

5.2The legal representative of the Shareholder is:股东的法定代表人为：Name: XXX姓名：XXXTitle: ____ ____职务：Nationality: 【】国籍：【】Article.6第 6 条The Shareholder is the highest power authority of the Company and shall decide all major issues regarding the Company. The Shareholder shall have the following powers:公司股东是最高权力机构，决定公司的所有重大问题。

股东应行使下列职权：(i)Appointing and replacing the directors and supervisors, and deciding on thematters relating to their remuneration;指定和更换董事、监事，决定其报酬事项；(ii)Reviewing and approving the reports of the board of directors;审议批准执行董事会的报告；(iii)Reviewing and approving the reports of the supervisor;审议批准监事的报告；(iv)Reviewing and approving the annual budget plans of the Company;审议批准公司的年度财务预算方案；(v)Adopting resolutions regarding increases or reductions of the Company’s registered capital;对公司增加或者减少注册资本做出决议；(vi)Adopting resolutions regarding issuance of bonds;对公司发行债券作出决议；(vii)Adopting resolutions as to merger, division, dissolution, liquidation, or change in the Company’s corporate form;对公司合并、分立、解散、清算或者变更公司形式做出决议；(viii)Revising the Articles of Association of the Company; and修改公司章程；(ix)Reviewing and approving profit distribution plans and loss recovery plans.审议批准公司的利润分配方案和弥补亏损方案。

CHAPTER.III第三章ORGANIZATIONAL STRUCTURE组织形式Article.7第 7 条The Company is organized as a limited liability company. The Company shall be liable for its debts and obligations with its own property and assets and the Company’s creditors s hall have no recourse to the Shareholder in respect of any debts of the Company.公司的组织形式是有限责任公司。

公司的责任仅限于其自有的财产和资产。

公司的债权人无权就公司的任何债务向股东追索。

Article.8第 8 条8.1The Shareholder’s liability to the Company is based on and limited to the registeredcapital subscribed by it. The Company shall be a limited liability corporation and legal person under the laws of PRC. The Shareholder shall be responsible to the Company within the limit of the capital subscribed by it as provided for in Chapter V of these Articles. The creditors of the Company shall have claims against the assets of the Company only and shall not have any right to claim against the Shareholder, members of the board of directors, officers, or employees for damages or compensation. The Shareholder is not liable for any indebtedness, obligation or liability of the Company of whatever nature or howsoever incurred.股东对公司的责任以其认缴的公司注册资本额为限。

公司为中国法律项下的有限责任公司和法人。

股东以其按照本章程第五章认缴的出资额为限对公司承担责任。

公司债权人仅对公司财产享有债券，而无权要求股东、董事、高级管理人员或员工承担违约金或赔偿金。

股东不对公司的任何债务、义务或负债承担责任，无论这些债务是何种性质或者因何种原因产生。

8.2All profits made by the Company shall belong to the Company, but the Shareholder isentitled to distributions in accordance with PRC law and accounting requirements.公司的所有利润归公司所有，但是股东有权按照中国法律和会计要求进行分配。