公司章程英文版
公司章程_中英模板
[Company Name]Article 1: Name and Registered Office1.1 The name of the Company is [Company Name].1.2 The registered office of the Company is situated at [Registered Office Address].Article 2: Objects and Purposes2.1 The objects of the Company are [Specify the primary objectives and purposes of the Company, e.g., to carry on the business of [Business Description]].2.2 The Company shall have power to promote and support any charitable, educational, scientific, religious, or other objects and purposes which are beneficial to the community and consistent with its objects.Article 3: Share Capital3.1 The share capital of the Company shall be divided into [Number of Shares] shares of [Nominal Value] each, fully paid up on issue.3.2 The Company shall have the power to issue further shares of the same class as the existing shares from time to time.Article 4: Membership4.1 Membership of the Company shall be open to any individual or corporate body who agrees to the terms of the Articles of Association.4.2 The Directors shall have the power to admit new members and may refuse admission to any applicant if, in their absolute discretion, they consider it to be in the best interests of the Company.Article 5: Rights and Obligations of Members5.1 Members shall have the right to receive dividends and other distributions declared by the Directors.5.2 Members shall be entitled to attend General Meetings of the Company and to vote on matters submitted to the Members.5.3 Members shall comply with the provisions of the Articles of Association and any rules made by the Directors.Article 6: Directors6.1 The Directors of the Company shall be appointed by the Members in accordance with the provisions of the Articles of Association.6.2 The Directors shall act in the best interests of the Company and shall be subject to the direction and control of the Members.6.3 The Directors shall be indemnified by the Company against any liabilities, costs, or expenses incurred in or arising out of their duties as Directors.Article 7: Meetings7.1 General Meetings of the Company shall be held at such times and places as the Directors may determine.7.2 The Directors shall call an Annual General Meeting of the Company not later than [Number of Months] months after the end of the financial year.7.3 Special General Meetings may be called by the Directors or upon the requisition of [Number of Percentage] of the Members.Article 8: Financial Year8.1 The financial year of the Company shall commence on [Start Date] and end on [End Date].Article 9: Accounting and Auditing9.1 The Directors shall cause proper books of account to be kept at the registered office of the Company.9.2 The accounts of the Company shall be audited by an auditor appointed by the Members.Article 10: Amendments to the Articles of Association10.1 Any amendment to the Articles of Association shall be made by a Special Resolution passed at a General Meeting of the Company.Article 11: Dissolution11.1 The Company may be dissolved by Special Resolution passed at a General Meeting of the Members.11.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be distributed to the Members in proportion to their shareholdings.---公司章程[公司名称]第一章：名称和注册办公地址1.1 本公司的名称为[公司名称]。
公司章程英文版
’Republic ofChina (hereinafter referred to as the ), relevant laws and other administrative regulations,these articles of association are formulated in order to protect company and shareholders’legal rightswhen corporate business license is issued.accordance with their subscribed capital contributions. Company undertakes its financial obligations with its all properties.(1) Axial excitation detection site engineering service.(2) Pipeline inspection and maintenance.(3) Pipeline integrity management.(4) Pipeline engineering projects.Investment Name of Shareholder Subscribed Capital ContributionRatioCorporate registered capital will be subscribed in two phases. Each Shareholders, 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.Shareholders should subscribe their own sufficient capitalcontributions on schedule and obtain the certificate issued by legally authorized institution.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.shareholder ’sinvestment amount, time and forms are listed as follows:Second InvestmentAmount-- Name of Shareholder First InvestmentAmountTime Time Form Form -- --(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.(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.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.' meeting, made up of all shareholders, performs as theauthorities of company and have the following duties：(1) Determine business policies and investment plans.(2) Vote 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.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.’ meeting shall be summonedand held by SRPT.contributions in the conference of shareholders ’ meeting.’ m eeting can be classified intoregular 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.’ meeting is summoned by directorate and held bychairman. 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 conference’ meeting cannot come intoeffect 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.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.s’ meeting and entitledto 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.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.are summoned by the chairman who is supposed to inform all directors and supervisors in writing 10 days ahead of conference.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.’s informing interim conference can bewritten 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.’attendance. The directorate resolutions shall be voted for by more than half of the whole directors, under conditions of one person one vote.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.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.minutes with the signatures of directors attending the conference. Directorate minutes should be preserved as company archives for at least 10 years.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.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.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.(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 of association.(5) Bring forward proposal for shareholders ’ meeting.(6) Conduct prosecution to directors and senior management under provision 152.(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 chargescovered by company. The necessary expenses during his performance will beprovided by company.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.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.(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.(6) Other occurrences stipulated by laws and administrative rules.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.rules, the latter shall prevail.11‘more than ’ should be inclusive; ‘more than half ’should be exclusive.article of association.be submitted to registration authority.Legal Representative ：Legal Representative ：。
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。
公司章程英文本
公司章程英文本1Articles of AssociationOfChongqing, ChinaDate: [ ],资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (5)Article 5- Total Amount of Investment and Registered Capital (5)Article 6- Encumbrance of Investment (7)Article 7- Board of Directors (7)Article 8- Management Organisation (15)Article 9- Labour Management (18)Article 10 -Trade Union (21)Article 11 - Taxes, Finance, Audit and Distribution of Profits (21)Article 12 -Bank Accounts and Foreign Exchange (24)Article 13 -Term (26)Article 14 -Early Termination (27)Article 15 -Liquidation (29)Article 16 - Insurance (32)Article 17 - Rules and Regulations (32)Article 18 -Miscellaneous (33)The prese nt articles are hereby formulated by . (here in after referred to as the ” Investor ” ) imscowrthathe Law of the People s Republic of China ( ” PRC ) on Wholly Fore-gOwned Enterprises and other applicable Chin ese laws and regulati ons, for the establishme nt of the wholly foreign- owned enterprise (the ”Company” ) in Chongqing, PRC.Article 1 - Name of Compa ny2Name of the Compa ny in En glish:Name of the Compa ny in Chin ese:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 2 - Name of Inv estorName of the Inv estor in En glish:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 3 - The Compa ny3.1 Legal PersonThe Compa ny shall be a legal pers on un der the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Compa ny shall comply with applicable PRC laws and regulati ons.3.2 Limited Liability Compa nyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Inv estor for the losses, risks, liabilities and any other obligati ons whatsoever of the Compa ny shall be limited to the registered capital of the3Compa ny.3.3 Date of Establishme ntThe date of the establishme nt of the Compa ny shall be the date on which the Compa ny is issued its Busin ess Lice nse.3.4 Bran chesThe Compa ny may establish branch offices and subsidiaries any where in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreig n Trade and Econo mic Commissio n or its successor and any othergover nmen tal age ncies whose approval may be required by law with respect to the matters herein ( ” Exam in ati onand Approval Authority ” ).Article 4 - Purpose and Scope of Bus in ess of the Compa ny4.1 PurposeThe purpose of the Compa ny shall be to stre ngthe n econo mic cooperatio nand tech ni cal excha nge, to improve and promote retail services in Chongqing and other cities in China by adopting adva need and appropriate tech no logies and scie ntific man ageme nt methods and to bring satisfactory econo mic ben efits to the inv estor.44.2 Busin ess Scope(The bus in ess scope men tio ned above shall be subject to the approval of the related in dustrial and commercial authority.)Article 5 - Total Amount of Inv estme nt and Registered Capital5.1 Total Amount of Inv estme ntThe total amount of inv estme nt of the Compa ny shall be.5.2 Registered CapitalThe registered capital of the Compa ny shall be .5.3 Con tributi on to Registered CapitalInvestor ' s contribution to the registered capital of the Company shallbe in cash. The registered capital of the Compa ny 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) mon ths after the Date ofEstablishme nt. The bala nce of the registered capital shall be fully paid withthree (3) years after the Date of Establishme nt accord ing to releva nt Chin ese laws and regulatio ns.5.4 Inv estme nt Certificates5The Compa ny shall retain at its expe nse a certified public acco untantregistered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investmentcertificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differen ces betwee n Total Amount of Inv estme nt and Registered CapitalThe differe nce betwee n the total amount of inv estme nt and registered capital of the Compa ny may, pursua nt to the decisi on of the Board in accorda ncewith the bus in ess n eeds of the Compa ny, be raised by the Compa ny through loa ns from domestic an d/or foreig n finan cialin stituti ons.5.6 Changes of Registered Capital and Total Amount of Inv estme ntAny cha nges in the registered capital an d/or total amount ofinv estme nt in the Compa ny shall be approved by a unanim ous vote ofall of the Board of Directors prese nt in pers on, by telepho ne or by proxy at aduly convened meeti ng of the Board and submitted, if required by law, to theExam in ati on and Approval Authority for approval. Upon receipt of suchapproval, the Compa ny shall register the changes in the registered capitaland/or total amount of inv estme nt with the origi nal departme nt of administratio n of in dustry and commerce.Article 6 - En cumbra nee of Inv estme nt6The 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 unanim ous approval of the Board of Directors and the carrying out procedure to change registration with the original registrati on body.Article 7 - Board of Directors7.1 Formati on of Board(a) The date of issua nee of the Compa ny ' s Busin ess Lice nse shallbe the date of the establishme nt of the Board of Directors(” Board ” ).(b) The Board of Directors shall be composed of three (3)Directors who shall be all appo in ted by the Inv estor. TheDirectors shall each have a term of office of four (4) years, and each shallbe eligible for con secutive terms of office upon reappo in tme nt by the Investor. Any vaca ncy created in the Board of Directors shall be immediatelyfilled by the Inv estor.The Inv estor may at any time remove with or without cause any Directorand appo int in lieu thereof any other pers on to serve the remainder of theremoved Director ' s term. TheInvestor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairma n of the Board shall be thelegal represe ntative of the Compa ny and shall have the power to represe7nt and act on behalf of the Compa ny. When ever the chairman is unableor fails to discharge his duties, the Director hav ing served the Ion gest onthe Board shall represe nt the Company and perform the chairman 'sduties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Compa ny andshall have the right to make decisi ons on all matters of the Compa ny.8资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
公司章程范本英文
公司章程范本英文Company Articles of AssociationPreliminary1. The name of the company is ____________________________ (Insert company name)2. The registered office of the company will be situated in England and Wales, Scotland or Northern Ireland as the directors may from time to time determine.3. The objects for which the company is established are:(Insert the objects for which the company is established)4. The liability of the members is limited.Share Capital5. The share capital of the company is As of the date of registration, the share capital of the Company is £1 divided into 1 share of £1 - Ordinary Share.6. The company may, by ordinary resolution, increase its share capital by such sum.7. Subject to the provisions of the Companies Act and any special rights/liabilities as to repayment of capital, the shares in the company shall be transferable.Shares8. The shares of the company shall be subject to such regulations as may be made by the company by general meeting but no regulation made by the company in general meeting shall invalidate any prior issue of shares.9. The company shall not, unless authorised by the authority to do so, make any arrangements which would result in treating any securities as equivalent to the company's shares.10. The directors may from time to time issue shares.11. Subject to the Companies Act, the directors may authorise payment of commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares direct from the company, and any such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other.Directors12. The company shall have not less than two directors.13. A director may be removed by ordinary resolution before the expiration of his period of office.14. A retiring director may be re-appointed.Powers and duties of directors15. The business of the company shall be managed by the directors.16. The directors may exercise all the powers of the company except for any power that only the members in general meeting may exercise.17. The directors shall manage the affairs of the company in accordance with the articles of association, and the law, and shall ensure that the company acts in accordance with these.18. The directors shall ensure that proper accounting records are kept and that these records comply with the Companies Acts, and that the financial statements of the company are in accordance with the records.19. The directors may appoint a secretary and any other officers of the company to act under their control by general delegation of authority.General meetings20. An annual general meeting shall be held annually.21. The business of the annual general meeting shall be:(a) to receive the accounts.(b) to receive the directors' report.(c) to appoint auditors.(d) to elect directors to replace those retiring.(e) to deal with any other business that is properly brought before the meeting.22. Other general meetings may be held as necessary.23. Notice of all general meetings shall be circulated to members not less than fourteen days before the meeting.24. The quorum for any general meeting shall be two members personally present.25. The notice of each general meeting and the documents to be circulated therewith shall be lodged with the Registrar of Companies not less than fourteen days prior to the meeting.Winding up26. If the company is wound up or disbanded, the liquidator appointed shall distribute the net assets to the members in accordance with their respective rights and interests.27. After payment of all debts and liabilities, any surplus assets of the company shall be distributed among the members in proportion to their holdings of shares in the company.。
公司章程英文版本
公司章程英文版本Company BylawsArticle 1: Name and Registered Office1.1 The name of the company shall be [Company Name].1.2 The registered office of the company is located at [Registered Office Address].Article 2: Objectives2.1 The objectives of the company are:2.1.1 To carry out business activities as permitted by law.2.1.2 To engage in any activities related to the main business as deemed necessary by the Board of Directors.2.1.3 To pursue investment opportunities that are in line with the company's goals.Article 3: Share Capital3.1 The total share capital of the company amounts to [Amount in Currency].3.2 The share capital is divided into [Number of Shares] shares with a nominal value of [Value in Currency] each.3.3 The shares may be in the form of registered or bearer securities as determined by the Board of Directors.Article 4: Shareholders4.1 Any individual or legal entity can become a shareholder of the company by subscribing to the share capital.4.2 The shareholders have the right to attend and vote at General Meetings.4.3 Shareholders may transfer their shares to third parties, subjectto any restrictions imposed by law or the company's Articles of Association.Article 5: Board of Directors5.1 The company shall be managed by a Board of Directors.5.2 The Board of Directors shall consist of [Number of Directors] directors.5.3 The directors shall be appointed by the General Meeting of Shareholders for a term of [Term Length].5.4 The Board of Directors shall have the power to make decisions concerning the management and operation of the company.5.5 The Board of Directors meetings shall be held at least [Frequency of Meetings], with written notice provided to all directors.Article 6: General Meetings and Shareholder Rights6.1 General Meetings of Shareholders shall be held at least once a year.6.2 Shareholders have the right to attend and vote at General Meetings.6.3 Decisions taken in General Meetings require a majority vote of shareholders present or represented.6.4 Shareholders have the right to examine the company's financial statements and other relevant documents.Article 7: Dividends and Reserves7.1 The company may distribute dividends to shareholders as determined by the Board of Directors.7.2 The company may allocate a portion of its profits to reserves for future investment or other purposes deemed necessary by theBoard of Directors.Article 8: Amendment of the Bylaws8.1 The Bylaws can be amended by a decision of the General Meeting of Shareholders.8.2 Amendments to the Bylaws require a majority vote of shareholders present or represented.8.3 Any amendment to the Bylaws shall be filed with the relevant authorities and become effective upon registration.Article 9: Dissolution and Liquidation9.1 The company may be dissolved by a decision of the General Meeting of Shareholders.9.2 In the event of dissolution, liquidation shall be carried out in accordance with applicable laws and regulations.Article 10: Governing Law and Dispute Resolution10.1 The company shall be governed by the laws and regulations of [Jurisdiction].10.2 Any disputes arising from or related to the company's activities shall be resolved through arbitration in accordance with [Arbitration Rules].These Bylaws were adopted by the General Meeting of Shareholders on [Date].。
公司章程英文版（2）
公司章程英⽂版（2）公司章程范本英⽂版 Article 22 When a shareholders’ meeting is to be convened, a notice shall be served to all shareholders 15 days in advance. Any shareholder who cannot attend due to some reasons may appoint a representative to attend on his behalf. ⼀般情况下，经全体股东⼈数半数(含半数)以上，并且代表⼆分之⼀表决权的股东同意，股东会决议⽅为有效。
Generally, a resolution is deemed valid on a shareholders’ meeting when it is approved by 1/2 (or more) of all shareholders and by over 1/2 voting right. 修改公司章程，必须经过全体股东⼈数半数(含半数以上，并且代表三分之⼆以上表决权的股东同意，)股东会决议⽅为有效。
Any modification to these articles of association must not become valid until it is approved by 1/2 (or more) of all shareholders and by over 2/3 voting right at a shareholders’ meeting. 第⼆⼗三条股东会应当对所议事项的决定作成会议记录，出席会议的股东应当会议记录上签名。
Article 23 The shareholders’ meeting shall keep meeting minutes of decisions discussed, and shareholders attending the meeting shall sign on the meeting minutes. 第五章执⾏董事Article 5 Executive Director 第⼆⼗四条公司不设董事会，设执⾏董事⼀名，执⾏董事⾏使董事会权利。
公司章程英语模板
PreambleWHEREAS, the undersigned individuals (hereinafter referred to as “the Founders”) are desirous of organizing a corporation (hereinafter referred to as “the Corporation”) for the purpose of [describe the purpose of the Corporation, e.g., conducting business, providing services, etc.];WHEREAS, the Founders believe that the formation of such a Corporation will be in the best interests of the public and of the individuals and entities that may become shareholders and directors of the Corporation;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Founders agree as follows:Article I - Name and LocationSection 1. The name of the Corporation shall be [insert the name of the Corporation].Section 2. The principal place of business of the Corporation shall be [insert the address of the principal place of business].Article II - PurposeSection 1. The purpose of the Corporation shall be [describe the purpose of the Corporation, e.g., to engage in [list specific activities or industries]].Section 2. The Corporation shall have the power to do all things necessary or convenient to accomplish its purposes, including, but not limited to, the power to:a. Acquire, hold, and dispose of property;b. Enter into contracts;c. Borrow money and secure the same by mortgage or other liens;d. Sue and be sued in its own name;e. Make and amend bylaws;f. Do all things necessary to carry out its corporate purposes.Article III - IncorporationSection 1. The Corporation is incorporated under the laws of [insert the state or jurisdiction of incorporation].Section 2. The Corporation is organized as a [insert type of corporation, e.g., “for-profit,” “nonprofit,” “membership,” etc.] corporation.Article IV - MembershipSection 1. The Corporation shall be a membership corporation, and the membership shall consist of [describe the criteria for membership, e.g., shareholders, employees, etc.].Section 2. Membership in the Corporation shall be subject to [describe any requirements for membership, e.g., payment of dues, acceptance bythe Board of Directors, etc.].Section 3. Members shall have the right to vote on matters submitted to the membership for a vote, subject to the provisions of these bylaws.Article V - Board of DirectorsSection 1. The management and control of the Corporation shall be vested in a Board of Directors (hereinafter referred to as the “Board”) consisting of [insert the number of directors].Section 2. The Board shall have the power to make, alter, and repeal bylaws, to select and remove officers, to determine their duties, to appoint and remove agents, and to transact all business of the Corporation not otherwise directed by the membership.Section 3. The Board shall hold meetings at such times and places as may be determined by the Board.Article VI - OfficersSection 1. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be electedby the Board.Section 2. The duties of the officers shall be as follows:a. The President shall preside at all meetings of the Board and of the membership, shall execute all contracts and instruments in the name of the Corporation, and shall perform all other duties incident to the office.b. The Vice President shall act as President in the absence ordisability of the President.c. The Secretary shall keep the minutes of the meetings of the Board and of the membership, shall keep the seal of the Corporation, and shall perform all other duties incident to the office.d. The Treasurer shall have charge of the funds of the Corporation,shall keep full and accurate accounts of receipts and disbursements, and shall perform all。
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公司章程英文版[ 作者: 来源: 点击次数:1427 发布时间:2009-9-21 15:22:23 ]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 Co mpany shall be in cash. The registered capital of the Company shall be paid by the Investor ininstalments. 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 Dire ctors (“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 ser ve the remainder of the removed Director’s term. 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 havethe 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 ofDirectors. 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. A proxy may represent one or more Directors. A proxy shall havethe 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 Organisation8.1 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 theday-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, by telephone 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 inany 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 any 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 Management 9.1 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 workersdirectly. 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 shallrecruit 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 shall be 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 employeesof 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 financial and 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 December 31 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 notre-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 applicablePRC 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 Termination 14.1 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 termination date of the Company shall be the date on which the termination approval was given by the Examination and Approving Authority.14.3 NoticeIn case that the Company terminates in accordance with the provisions specified as items (a), (b), (c), (f) and (g) of Article 14.1, it shall, within fifteen (15) days after the termination date, make a public announcement and notify its creditors; and submit, fifteen (15) days after the date of the public announcement of termination, the procedures and principles of liquidation, and the candidates for the liquidation committee to the Examination and Approving Authority for approval of liquidation.。