有限责任公司章程(英文版)

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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 accordance with the Law of the People’s Republic of China (“PRC”) on Wholly Foreign-Owned Enterprises and other applicable Chinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Company”) in Chongqing, PRC.Article 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. All of the activities of the Company shall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe Company shall be a limited liability company under the laws of the PRC. The liability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Company shall 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 License.3.4 BranchesThe Company may establish branch offices and subsidiaries anywhere in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein(“Examination and Approval Authority”).Article 4 - Purpose and Scope of Business of the Company4.1 PurposeThe purpose of the Company shall be to strengthen economic cooperation and technical exchange, to improve and promote retail services in Chongqing and other cities in China by adopting advanced and appropriate 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 authority.)Article 5 - Total Amount of Investment and Registered Capital5.1 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 registered capital of the Company shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment. The balance of the registered capital shall be fully paid with 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 contribution by the Investor and issue a capital verification report. The Company shall then issue an investment certificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 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 decision of the Board in accordance with the business needs of the Company, be raised by 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 unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convened meeting of the Board and submitted, if required by law, to the Examination and Approval Authority for approval. Upon receipt of such approval, the Company shall register the changes in the registered capital and/or total amount of investment with the original department of administration of industry and commerce.Article 6 - Encumbrance of InvestmentThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanimous approval of the Board of Directors and the carrying 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 License shall be the date of the establishment of the Board of Directors (“Board”).(b) The Board of Directors shall be composed of three (3) Directors who shall be all appointed by the Investor. The Directors shall each have a term of office of four (4) years, and each shall be eligible for consecutive terms of office upon reappointment by the Investor. Any vacancy created in the Board of Directors shall be immediately filled by the Investor. The Investor may at any time remove with or without cause any Director and appoint in lieu thereof any other person to serve the remainder of the removed Director’sterm. The Investor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairman of the Board shall be the legal representative of the Company and shall have the power to represent and act on behalf of the Company. Whenever the chairman is unable or fails to discharge his duties, the Director having served the longest on the Board shall represent the Company and perform the chairman’s duties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Company and shall have the right to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by the unanimous affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board 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 related protection by or on behalf of the Company under the Chinese bankruptcy laws or analogous laws or regulations.(c) Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB 1 million;(ii) mortgage, pledge or granting of a security interest or other types of liens in any building, office space or other fixed assets or capital equipment of the Company, the amount of which is 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 is more than RMB 1 million;(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 financial officer, as well as each of their scope of authority;(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);(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 enterprise expansion fund to be established under PRC law;(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 the Business License.(b) The Board shall meet at least once a year. Board meetings shall be held at the legal address of the Company unless otherwise determined by the Board of Directors. Two-thirds of all of the Directors shall constitute a quorum for any Board meeting. If at any properly convened meeting, no quorum is present, then the Board shall reconvene at the same time and place one week later unless otherwise notified by the chairman.(c) The chairman of the Board shall set the agenda of Board meetings and shall be responsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board under a request therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all 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 prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Board meeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regular meeting, and no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.(f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or hand-delivery to be present and to vote at the meeting on his behalf. Aproxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him.(g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have 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 can hear each other at all times and participation by a Director or his proxy in a meeting 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. All reasonable costs, including round-trip airplane tickets and reasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Company according 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 after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office.Article 8 - Management Organization8.1 Management Organisation(a) The Board of Directors of the Company shall establish a management organisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”).(b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, bytelephone or by proxy.(c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed.(d) If any of the Senior Corporate Officers shall resign, retire, become incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but 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 Senior Corporate Officer as well as any other officer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The 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 general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under 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 approval. Unless the Board shall decide otherwise, the general manager shall submit each year’s business plan and budget to the Board for approval no later than two months prior to the commencement of the fiscal year.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, company, unit, entity or organisation or participate in any activities conducted by such person, company, entity, unit or organisation which may, directly or indirectly, conflict or compete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden from concurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise.8.4 DismissalAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company’s business, acts in violation of an y Board decisions or laws, acts in any way in competition with the Company as prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately 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 have complete authority over the hiring and dismissal of its employees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Company and their wages, salaries, insurance, welfare benefits and other matters shall be handled in accordance with the relevant PRC laws.9.2 Labour ContractThe Company shall conclude individual employment contracts with staff and workers directly. The Company shall file such contracts with the Labour Department for the record.9.3 Labour PlanThe labour plan, including the number of employees of the Company and the job descriptions, shall be prepared and determined by the general manager. The employees of the Company shall be required to strictly observe the rules and regulations of the Company. The Company shall recruit and employ only such number of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreased efficiency, shall require the approval of the general manager.9.4 Labour and Personnel Policies(a) Matters such as employment, dismissal, resignation, wages, insurance, welfare benefits, reward and discipline of staff and workers of the Company as well as title to and the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set by decision of the Board and stipulated in the labour 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 for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employees of the Company shallbe selected on the basis of examination and shall have the most competitive merits and qualifications. In this regard, upon the receipt of necessary approvals, the Company may hire qualified personnel from any where within China and, if necessary, from foreign countries.(d) The Company shall sign non-competition and confidentiality agreements with its employees in accordance with the principles herein.9.5 Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour discipline of the Company or applicable law.Article 10 - Trade UnionThe staff and workers of the Company may establish a trade union in accordance with the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the Trade Union Law of the PRC. Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union is established by the staff and workers of the Company, the Company shall pay two percent (2%) of the total amount of wages received by the employees of the Company into the Company’s trade union fund for such trade union’s use in accordance with applicable laws of the PRC on the management of trade union funds.Article 11 - Taxes, Finance, Audit and Distribution of Profits11.1 Taxes(a) The Company shall pay taxes in accordance with relevant PRC laws and regulations. The Company shall apply for all preferential tax and customs treatment available under the PRC law.(b) The Company shall apply for all reductions of or exemptions from relevant taxes, duties and other levies which are now available or will become available for such wholly foreign owned 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 financialand accounting affairs of the Investor Group to the extent not inconsistent with the Foreign Investment Enterprise Accounting System of the PRC and Financial Administration Rules of Foreign Investment Enterprises of the PRC, which are formulated by the Ministry of Finance of the PRC. The 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 December31 of the same year. The last fiscal year of the Company shall start on January 1 of 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 accounting system. All accounting records, vouchers, books and statements of the Company shall be prepared and kept both in Chinese and, if necessary, Korean as well. The Company shall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company’s financial affairs, which shall be submitted to the Board for approval.11.3 AuditThe Company shall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of the Company within three (3) months following the end of each fiscal year. The annual audit report issued by such firm shall be submitted to the Board. The Company shall make available all of its accounting books and records to such 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 be allocated into the Company’s reserve fund, enterprise expansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits 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 used to cover such loss. No profits shall be distributed or re-invested unless and until all deficits from any previous years is fully made up. Any distributable profits retained by the Company and carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe Company shall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.12.2 Foreign Exchange(a) The Company shall handle its foreign exchange matters in accordance with applicable PRC foreign exchange laws and regulations.(b) In order to balance the foreign exchange needs of the Company, the Company may adopt any measure and engage in any activity permitted under Chinese law.(c) The Company shall use its foreign exchange according to the following priority unless otherwise determined by the Board of Directors:(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 payment; (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 Article 15.1.12.3 Foreign Exchange BalanceThe Company shall coordinate its import, export and foreign exchange with the Investor in order to achieve a balance of foreign exchange expenditures and income.Article 13 - Term13.1 TermThe duration of the Company shall commence on the date of the issuance of the Company’s Business License and continue for a period of thirty (30) years, unless earlier terminated or further extended as provided herein (“Term”).13.2 ExtensionAfter having been unanimously approved by the Board of Directors or as directed by the Investor, a written application for the extension of duration of the Term of the Company shall be filed to the Examination 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 unable to achieve its business goals according to the Investor’s discretion.(c) The total or partial operation of the Company is prevented by any unforeseeable and unavoidable event or circumstances beyond the control of the Company including but not limited to, fire, storm, typhoon, flood, earthquake, explosion, war and serious strikes or work strikes or work stoppages for more than six (6) months.(d) Bankruptcy of the Company.(e) The Company is ordered to close in accordance with PRC laws, because of serious violations of PRC laws and regulations and damages to the public interest.(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 submit an application to the Examination and Approving Authority for approval to terminate the Company. The。

xx有限责任公司章程-中英对照版

BYLAWS OF XXXX, INC. HUI-107483v2ARTICLE IOFFICES1.01Registered Office。

The registered office, until changed by action of the Board of Directors, shall be 738 Highway 6 South, Houston，Texas, 77079，USA.1.02Other Offices。

The corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or as the business of the corporation may require。

ARTICLE IIMEETINGS OF THE SHAREHOLDERS2.01Place of Meetings。

All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof。

2.02Annual Meeting。

An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine. At such meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly be brought before the meeting。

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。

有限公司章程模板(英文版)

有限公司章程模板(英文版)LLC AGREEMENT LIMITED LIABILITY COMPANY AGREEMENTOFWELLS REIT II – STERLINGCOMMERCE, LLCThis Limited Liability Company Agreement (togetherwith the schedules attached hereto, this “Agreement”) of Wells REIT II –Sterling Commerce, LLC, a Delaware limited liability company (registered toconduct business in the State of Texas as Wells REIT II – Sterling Commerce GP,LLC) (the “Company”), dated as of November 15, 2006 is entered intoby Wells Operating Partnership II, L.P., a Delaware limited partnership, as thesole member (the “Member”). Capitalized terms used and not otherwisedefined herein have the meanings set forth on Schedule A hereto.RECITALSWHEREAS, the Company was formed as a limited liabilitycompany in Delaware on November 15, 2006, under the name “Wells REIT II –Sterling Commerce, LLC,” pursuant to and in accordance with the DelawareLimited Liability Company Act (6 Del. C. § 18-101, et seq.),as amended from time to time (the “Act”); andWHEREAS, the Company was registered to do business inthe State of Texas on December 13, 2006 under the name of Wells REIT II –Sterling Commerce GP, LLC; andWHEREAS, the parties hereto wish to make thisAgreement the sole governing document of the Company.Now, THEREFORE, the Member hereby agrees as follows:Section 1. Name.The name of the limited liability company is WellsREIT II – Sterling Commerce, LLC.Section 2. Principal BusinessOffice.The principal business office of the Company shall belocated at c/o Wells Operating Partnership II, L.P., 6200 The Corners Parkway,Norcross, Georgia 30092, or such other location as may hereafter be determinedby the Member.Section 3. Registered Office.The address of the registered office of the Company inthe State of Delaware is Corporation Trust Center, 1209 Orange Street,Wilmington, New Castle County, Delaware 19801.Section 4. RegisteredAgent.The name and address of the registered agent of theCompany for service of process on the Company in the State of Delaware are TheCorporation Trust Company, 1209 Orange Street, Wilmington, New CastleCounty,Delaware 19801.Section 5. Members.(a) The mailingaddress of the Member is set forth on Schedule B attached hereto.(b) The Member mayact by written consent. Section 6. Certificates.(a) TheCertificate of Formation of the Company was duly filed with the office of theSecretary of State of the State of Delaware by an “authorized person” withinthe meaning of the Act and is hereby approved and ratified in all respects. TheMember, or such natural persons as the Member may designate, shall execute,deliver and file any other certificates (and any amendments and/or restatementsthereof) necessary for the Company to qualify to do business in anyjurisdiction in which the Company may wish to conduct business.(b) The existenceof the Company as a separate legal entity shall continue until cancellation ofthe Certificate of Formation as provided in the Act.Section 7. Purpose and Term.The purpose to be conducted or promoted by the Company is to engage solely inthe following activities:(b) The term of the Company shall commence on the datethe Certificate of Formation was filed with the Secretary of State of the Stateof Delaware and will continue to the earlier of the date on which the Companyis dissolved in accordance with the Act or this Agreement.2Section 8. Powers.The Company, and the Member on behalf of the Company,(i) shall have and exercise all powers necessary, convenient or incidentalto accomplish its purposes as set forth in Section 7 and(ii) shall have and exercise all of the powers and rights conferred uponlimited liability companies formed pursuant to the Act.Section 9. Management.(a) The businessand affairs of the Company shall be managed by or under the direction of theMember.(b) Powers.The Member shall have the power to do any and all acts necessary, convenient orincidental to or for the furtherance of the purposes describedherein,including all powers, statutory or otherwise. Subject to Sections 7 and 9,the Member has the authority to bind the Company.(c) Member asAgent. To the extent of its powers set forth in this Agreement, the Memberis an agent of the Company for the purpose of the Business, and the actionsofthe Member taken in accordance with such powers set forth in this Agreementshall bind the Company.Section 10. IntentionallyOmitted.Section 11. IntentionallyOmitted.Section 12. Limited Liability.Except as otherwise expressly provided by the Act, thedebts, obligations and liabilities of the Company, whether arising in contract,tort or otherwise, shall be the debts, obligations and liabilities solely ofthe Company, and the Member shall not be obligated personally for any suchdebt, obligation or liability of the Company solely by reason of being a Memberof the Company.Section 13. CapitalContributions.The Member shall have the right, but not theobligation, to make capital contributions to the Company from time to time. Theprovisions of this Agreement, including this Section 13, areintended to benefit the Member and, to the fullest extent permitted by law,shall not be construed as conferring any benefit upon any creditor of theCompany (other than a Covered Person) (and no such creditor of the Companyshall be a third-party beneficiary of this Agreement) and the Member shall nothave any duty or obligation to any creditor of the Company to make anycontribution to the Company or to issue any call for capital pursuant to this Agreement.3Section 14. Allocationof Profits and Losses.The Company’s profits and losses shall be allocated tothe Member.Section 15. Distributions.Distributions shall be made to the Member at the timesand in the aggregate amounts determined by the Member. Notwithstanding anyprovision to the contrary contained in this Agreement, the Company shall not berequired to make a distribution to the Member on account of its interest in theCompany if such distribution would violate the Act or any other applicable law. Section 16. Books and Records.The Member shall keep or cause to be kept complete andaccurate books of account and records with respect to the Business. The Memberand its duly authorized representatives shall have the right to examine theCompany books, records and documents during normal business hours. TheCompany’s books of account shall be kept using the method of accountingdetermined by the Member. The fiscal year of the Company shall be the calendaryear.Section 17. Other Business.Notwithstanding any other duty existing at law or inequity, the Member and any Affiliate of the Member may engage in, invest orparticipate in other business ventures of every kind and description includingwithout limitation, the ownership of, investment in, or operation andmanagement of real property, whether or not any such business venture competeswith the business of the Company, independently or with others. The Companyshall not have any rights in or to suchindependent ventures or the income orprofits therefrom by virtue of this Agreement.Section 18. Exculpation andIndemnification.(a) To the fullestextent permitted by applicable law, neither the Member nor any officer,director, employee, agent or Affiliate of the foregoing (collectively, the “CoveredPersons”) shall be liable to the Company or any other Person who is boundby this Agreement for any loss, damage or claim incurred by reason of any actor omission performed or omitted by such Covered Person in good faith on behalfof the Company and in a manner reasonably believed to be within the scope ofthe authority conferred on such Covered Person by this Agreement, except that aCovered Person shall be liable for any such loss, damage or claim incurred byreason of such Covered Pe rson’s gross negligence or willful misconduct.(b) To the fullestextent permitted by applicable law, a Covered Person shall be entitled toindemnification from the Company for any loss, damage or claim incurred by suchCovered Person by reason of any act or omission performed or omitted by suchCovered Person4in good faith on behalf of theCompany and in a manner reasonably believed to be within the scope of theauthority conferred on such Covered Person by this Agreement, except that noCovered Person shall be entitled to be indemnified in respect of any loss,damage or claim incurred by such Covered Person by reason of such CoveredPerson’s gross negligence or willful misconductwith respect to such acts oromissions; provided, however, that any indemnity under this Section 18by the Company shall be provided out of and to the extent of Company assetsonly, and the Member shall not have personal liability on account thereof.(c) To the fullestextent permitted by applicable law, expenses (including reasonable legal fees)incurred by a Covered Person defending any claim, demand, action, suit orproceeding shall, from time to time, be advanced by the Company prior to thefinal disposition of such claim, demand, action, suit or proceeding uponreceipt by the Company of an undertaking by or on behalf of the Covered Personto repay such amount if it shall be determined that the Covered Person is notentitled to be indemnified as authorized in this Section 18.(d) A CoveredPerson shall be fully protected in relying in good faith upon the records ofthe Company and upon such information, opinions, reports or statementspresented to the Company by any Person as to matters the Covered Personreasonably believes are within such other Person’s professional or exp ertcompetence and who has been selected with reasonable care by or on behalf ofthe Company, including information, opinions, reports or statements as to thevalue and amount of the assets, liabilities, or any other facts pertinent to theexistence and amount of assets from which distributions to the Member mightproperly be paid.(e) The provisionsof this Agreement, to the extent that they restrict or eliminate the duties andliabilities of a Covered Person to the Company or the Member otherwise existingat law or in equity, are agreed by the parties heretoto replace such otherduties and liabilities of such Covered Person.(f) The foregoingprovisions of this Section 18 shall survive any termination of thisAgreement.Section 19. Assignments.Subject to Section 21, the Member mayassign in whole or in part its limited liability company interest in theCompany as it may determine in its sole discretion. The transferee shall beadmitted to the Company as a member of the Company upon its execution of aninstrument signifying its agreement to be bound by the terms and conditions ofthis Agreement, which instrument may be a counterpart signature page to thisAgreement. Any such transferee may receive an interest in the Company withoutmaking a contribution or being obligated to make a contribution to the Company.If the Member transfers all of its limited liability company interest in theCompany pursuant to this Section 19, such admission shall be deemedeffective immediately prior to the transfer and, immediately following suchadmission, the transferor Member shall cease to be a member of the Company.5Section 20. Resignation.The Member may resign from the Company. If the Memberresigns pursuant to this Section 20, an additional member of theCompany shall be admitted to the Company upon its execution of an instrumentsignifying its agreement to be bound by the terms and conditions ofthisAgreement, which instrument may be a counterpart signature page to thisAgreement. Such admission shall be deemed effective immediately prior to theresignation and, immediately following such admission, the resigning Membershall cease to be a member of the Company. Section 21. Admission ofAdditional Members.One or more additional Members of the Company may beadmitted to the Company with the written consent of the Member.Section 22. Dissolution.(a) The Companyshall be dissolved, and its affairs shall be wound up upon the first to occurof the following: (i) the termination of the legal existence of the lastremaining member of the Company or the occurrence of any other event whichterminates the continued membership of the last remaining member of the Companyin the Company unless the business of the Company is continued in a mannerpermitted by this Agreement or the Act, and (ii) the entry of a decree ofjudicial dissolution under Section 18-802 of the Act. Upon the occurrence ofany event that causes the last remaining member of the Company to cease to be amember of the Company or that causes the Member to cease to be a member of theCompany (other than upon continuation of the Company without dissolutionupon(i) an assignment by the Member of all of its limited liability companyinterest in the Company and the admission of the transferee pursuant to Sections19 and 21, or (ii) the resignation of the Member and the admission ofan additional member of the Company pursuant to Sections 20 and 21), tothe fullest extent permitted by law,the personal representative of such memberis hereby authorized to, and shall, within 90 days after the occurrence of theevent that terminated the continued membership of such member in the Company,agree in writing (i) to continue the Company and (ii) to theadmission of the personal representative or its nominee or designee, as thecase may be, as a substitute member of the Company, effective as of theoccurrence of the event that terminated the continued membership of such memberin the Company.(b) Notwithstanding any other provision of thisAgreement, the Bankruptcy of the Member shall not cause the Member to cease tobe a member of the Company and upon the occurrence of such an event, theCompany shall continue without dissolution.(c) In the eventof dissolution, the Company shall conduct only such activities as are necessaryto wind up its affairs (including the sale of the assets of the Company in anorderly manner), and the assets of the Company shall be applied in the manner,and in the order of priority, set forth in Section 18-804 of the Act.6(d) The Company shall terminate when(i) all of the assets of the Company, after payment of or due provisionfor all debts, liabilities and obligations of the Company shall have beendistributed to the Member in the manner provided for in this Agreement and(ii) the Certificate of Formation shall have been canceled in the mannerrequired by the Act.Section 23. Waiver ofPartition; Nature of Interest.Except as otherwise expressly provided in thisAgreement, to the fullest extent permitted by law, the Member herebyirrevocably waives any right or power that such Person might have to instituteany proceeding at law or in equity to cause the dissolution, liquidation,winding up or termination of the Company. The Member shall not have anyinterest in any specific assets of the Company, and the Member shall not havethe status of a creditor with respect to any distribution pursuant to Section 15hereof. The interest of the Member in the Company is personal property.Section 24. Benefits ofAgreement; No Third-Party Rights.None of the provisions of this Agreement shall be forthe benefit of or enforceable by any creditor of the Company or by any creditorof the Member. Nothing in this Agreement shall be deemed to create any right inany Person (other than Covered Persons) not a party hereto, and this Agreementshall not be construed in any respect to be a contract in whole or in part forthe benefit of any third Person (other than Covered Persons).Section 25. Severability ofProvisions.Each provision of this Agreement shall be consideredseverable and if for any reason any provision or provisions herein aredetermined to be invalid, unenforceable or illegal under any existing or futurelaw, such invalidity, unenforceability or illegality shall not impair theoperation of or affect those portions of this Agreement which are valid,enforceable and legal.Section 26. Entire Agreement.This Agreement constitutes the entire agreement of theparties with respect to the subject matter hereof. Section 27. Binding Agreement.Notwithstanding any other provision of this Agreement,the Member agrees that this Agreement, including, without limitation, Sections7, 8, 9, 18, 19, 20, 21, 22,24, 27 and 29, constitutes a legal, valid and bindingagreement of the Member.7Section 28. GoverningLaw.This Agreement shall be governed by and construedunder the laws of the State of Delaware (without regard to conflict of lawsprinciples), all rights and remedies being governed by said laws.Section 29. Amendments.Agreement may be modified, altered, supplemented oramended pursuant to a written agreement executed and delivered by the Member.Section 30. Counterparts.This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original of this Agreement andall of which together shall constitute one and the same instrument.Section 31. Notices.Any notices required to be delivered hereunder shallbe in writing and personally delivered, mailed or sent by telecopy, electronicmail or other similar form of rapid transmission, and shall be deemed to havebeen duly given upon receipt (a) in the case of the Company, to theCompany at its address in Section 2, (b) in the case of theMember, to the Member at its address as listed on Schedule B attachedhereto and (c) in the case of either of the foregoing, at such otheraddress as may be designated by written notice to the other party.Section 32. Effectiveness.Pursuant to Section 18-201(d) of the Act, thisAgreement shall be effective as of the date first written above.[Signature Page Follows]8IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,has duly executed this Agreement as of the date first written above.SCHEDULE ADefinitionsA. DefinitionsWhen used in this Agreement, the following terms nototherwise defined herein have the following meanings:“Act” has the meaning set forth in the recitalsof this Agreement.“Affiliate” means any Person Controlling orControlled by or under common Control with the Company, including, withoutlimitation, (i) any Person who has a familial relationship, by blood,marriage or otherwise with any Member or employee of the Company, or anyAffiliate thereof, and (ii) any Person that receives compensation for administrative,legal or accounting services from the Company or any Affiliate of the Company.“Agreement” means this Limited LiabilityCompany Agreement of the Company, together with the schedules attached hereto,as amended, restated or supplemented or otherwise modified from time to time.“Bankruptcy” means, with respect to any Person,if such Person (i) makes an assignment for the benefit of creditors,(ii) files a voluntary petition in bankruptcy, (iii) is adjudged abankrupt or insolvent, or has entered against it an order for relief, in anybankruptcy or insolvency proceedings, (iv) files a petition oranswerseeking for itself any reorganization, arrangement, composition, readjustment,liquidation or similar relief under any statute, law or regulation,(v) files an answer or other pleading admitting or failing to contest thematerial allegations of a petition filed against it in any proceeding of thisnature, (vi) seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the Person or of all or any substantial partof its properties, or (vii) if 120 days after the commencement of anyproceeding against the Person seeking reorganization, arrangement, composition,readjustment, liquidation or similar relief under any statute, law orregulation, if the proceeding has not been dismissed, or if within 90 daysafter the appointment without such Person’s consent or acquiescence of atrustee, receiver or liquidator of such Person or of all or any substantialpart of its properties, the appointment is not vacated or stayed, or within 90days after the expiration of any such stay, the appointment is not vacated. Theforegoing definition of “Bankruptcy” is intended to replace and shall supersedeand replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and18-304 of the Act.“Business” means: (i) to acquire theProperty, and (ii) to own, hold, sell, assign, transfer, lease, mortgage,pledge, manage, operate and otherwise deal with the Property.“Certificate of Formation” means theCertificate of Formation of the Company filed with the Secretary of State ofthe State of Delaware, as amended or amended and restated from time to time.1“Company” means Wells REIT II – Sterling Commerce, LLC, a Delawarelimited liability company (registered to conduct business in the State of Texasas Wells REIT II – Sterling Commerce GP, LLC).“Control” means, when used with respect to anyspecified Person, the power to direct the management and policies of suchPerson, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise. “Controlling” and “Controlled” shall havecorrelative meanings.“Covered Persons” has the meaning set forth in Section 18(a).“Material Action” means to instituteproceedings t o have the Company be adjudicated bankrupt or insolvent, orconsent to the institution of bankruptcy or insolvency proceedings against theCompany or file a petition seeking, or consent to, reorganization or reliefwith respect to the Company under any applicable federal or state law relatingto bankruptcy, or consent to the appointment of a receiver, liquidator,assignee, trustee, sequestrator (or other similar official) of the Company or asubstantial part of its property, or make any assignment for the benefit ofcreditors of the Company, or admit in writing the Company’s inability to payits debts generally as they become due, or take action in furtherance of anysuch action, or, to the fullest extent permitted by law, dissolve or liquidatethe Company.“Member” means Wells Operating Partnership II,L.P., a Delaware limited partnership, and any successor to theMember appointedpursuant to this Agreement, and includes any Person admitted as an additionalmember of the Company or a substitute member of the Company pursuant to theprovisions of this Agreement, each in its capacity as a member of the Company.“Person” means any individual,corporation,partnership, joint venture, limited liability company, limited liabilitypartnership, association, joint stock company, trust (including any beneficiarythereof), unincorporated organization, or other organization, whether or not alegal entity, and any governmental authority.“Property” means the real property andimprovements commonly referred to as __________ located in Irving, Texas.B. Rules of ConstructionDefinitions in this Agreement apply equally to boththe singular and plural forms of the defined terms. The words “include” and“including” shall be deemed to be followed by the phrase “without limitation.”The term s “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Section, paragraphor subdivision. The Section titles appear as a matter of convenience only andshall not affect the interpretation of this Agreement. All Section, paragraph,clause, Exhibit or Schedule references not attributed to a particular documentshall be references to such parts of this Agreement.2SCHEDULE B Member。

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]。

有限公司章程(中英)

公司章程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_______方共同出资，设立____________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任何适用于公司的中国现行的法律、法规、规章、通知以及其他立法、行政或司法解释或公告（“相关法律”）不符的，以相关法律为准。

第二章公司的成立第三条公司名称：____________第四条住所：第五条公司的组织形式为有限责任公司。

公司股东的责任仅限于股东出资或许诺出资的公司注册资本。

除非经股东明确书面同意，公司的债权人仅对公司的资产享有追索权，无权要求投资者就公司的债务、责任以及义务进行偿还。

第六条按照《公司法》的规定，公司应为独立法人。

公司受所有相关法律的管辖和保护。

公司的活动应该遵守相关法律。

第三章公司经营范围第七条公司经营范围（以执照核准为准）：会务策划；会议服务、经济信息咨询、翻译服务。

第八条公司作为独立的经济实体开展业务，自主经营。

第九条公司拥有的权利包括但不限于：（一）为获得公司的办公地点或其他办公场所、技术或设备签订租赁、土地使用权转让和／或土地使用权出让协议；（二）为使公司有效运营，与根据相关法律或其他任何国家或地区的法律和法规设立的任何个人、实体或组织签署任何其他合同，包括有关提供公用事业、人员、家具、电器、设备、机器和任何其他用品的合同；（三）根据公司的需要借款或提供担保，并且按照相关法律不时提取、开具、接受、背书、签署和签发数额不受限制的汇票和其他可转让或不可转让的票据和债务凭证；（四）按照相关法律，通过对所有或部分公司财产进行抵押、质押或提供其他担保权益，为支付前述任何款项和其孳生的任何利息提供担保；（五）从事与前述有关的业务，并从事上述规定的任何或所有事项；（六）依照相关法律，取得并维持公司及其资产必需的所有保险；（七）从事其它任何在批准的公司经营范围内，或相关法律不时允许从事的合法行为或活动。

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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 :。

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