WFOE Articles of Association (Chinese and English)
纽约公约中英文版
1958纽约公约（中英文）Convention onthe Recognition and Enforcement of Foreign Arbitral AwardsDone at New York, 10 June 1958; entered into force, 7 June 1959(United Nations, Treaty Series, vol. 330, p. 38, No. 4739)承认及执行外国仲裁裁决公约 (1958年6月10日订于纽约)Article I第一条1. This Convention shall apply to the recognition and enforcement of arbitral awards made in the territory of a State other than the State where the recognition and enforcement of such awards are sought, and arising out of differences between persons, whether physical or legal. It shall also apply to arbitral awards not considered as domestic awards in the State where their recognition and enforcement are sought.一、仲裁裁决，因自然人或法人间之争议而产生且在声请承认及执行地所在国以外之国家领土内作成者，其承认及执行适用本公约。
本公约对于仲裁裁决经声请承认及执行地所在国认为非内国裁决者，亦适用之。
2. The term "arbitral awards" shall include not only awards made by arbitrators appointed for each case but also those made by permanent arbitral bodies to which the parties have submitted.二、“仲裁裁决”一词不仅指专案选派之仲裁员所作裁决，亦指当事人提请仲裁之常设仲裁机关所作裁决。
China’s Laws, Rules & Regulations 中国法律法规
Accounting as separate entity required. Account book must be kept in China
Profit and loss shared according to the ratio in registered capital
After deduction of necessary fees and tax, profit can be repatriated overseas
Tax Investment Term Early Termination Governing Law
Corporate Income Tax Depends on industry; usually decided by contract Permitted PRC Law
Corporate Income Tax Submit at time of registration Permitted PRC Law
China’s Political and Legal Environment
1.The political system is stable. But, although the state looks powerful from the outside, it looks less so from within 2. The communist party (CCP) is in transition. They now allows business people, or “capitalists”, to become members. But if the CCP want to keep power, it is going to have to sacrifice Marxism and communism. 3. The legal system is subordinate to the CCP Rule by man not rule by Law. Judges are appointed and promoted by the local party committee and government elite, not by the Ministry of Justice.
外商独资企业章程ArticlesofAssociatio
外商独资企业章程ArticlesofAssociatio章程OF之CO., LTD.Date:【】,日期：年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations of the People's Republic of China (hereinafter called "PRC').依照《中华人民共和国外资企业法》及事实上施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订（以下简称“公司”）《章程》。
Article.2第 2 条公司的中文名称为【】，英文名称为【】。
2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国【】，邮政编码：【】。
Article.3第 3 条5.1The Company is incorporated in accordance with the "Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及事实上施细则，以及中国其它相关法规和规章成立。
ArticlesofAssociationFormTemplate
ARTICLES OF ASSOCIATIONFOR[ Name of the ——]（________, 2010)TABLE OF CONTENTSCHAPTER I GENERAL PROVISIONS (2)CHAPTER II PURPOSE AND SCOPE OF THE COMPANY (3)CHAPTER III TOTAL AMOUNT OF INVESTMENT AND REGISTEREDCAPITAL (4)CHAPTER IV SHAREHOLDER, BOARD OF DIRECTORS , ANDSUPERVISOR (5)CHAPTER V OPERATION AND MANAGEMENT ORGANIZATION (8)CHAPTER VI FINANCIAL AFFAIRS (10)CHAPTER VII P ROFITS DISTRIBUTION (11)CHAPTER VIII LABOR MANAGEMENT (11)CHAPTER IX INSURANCE (12)CHAPTER X TERM，TERMINATION, AND LIQUIDATION (12)CHAPTER XI MISCELLANEOUS (13)ARTICLES OF ASSOCIATIONFORCHAPTER IGENERAL PROVISIONSARTICLE 1 FORMULATION OF ARTICLES OF ASSOCIATIONThese Articles of Association （referred to as “AOA”）are made as of the day of __________, 2010 in Beijing, the People’s Republic of China（referred to as “China” or “PRC”）, by （referred to as the “Shareholder"），in accordance with the Law of the People's Republic of China on Foreign—Invested Enterprises and its implementing regulations and other relevant PRC laws and regulations, for the establishment of the wholly foreign—owned enterprise [ Name of the WFOE] （referred to as the “Company”）。
公司章程范文中英对照两篇
公司章程范文中英对照两篇篇一：公司章程范文(中英对照) ArticlesofAssociationforLimitedLiabilityCompany第一章总则Chapter1GeneralProvisions第一条本章程根据《中华人民共和国公司法》、《经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article1ThesearticlesareformulatedinaccordancewiththeCompa nyLawoftheP.R.C.,theRegulationsofShenzhenSpecialEconomicZo neonLimitedLiabilityCompanies,andrelevantlawsandregulation s.第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。
Article2Thecurrentbusiness(hereinafter“theCompany”)shallconductallactivitiesinaccordancewithst atelawsandregulations,andsubjecttotheprotectionthereof. 第三条公司在市工商行政管理局登记注册。
Article3TheCompanyisregisteredwithShenzhenIndustrialandCommercialAdministrationBureau.名称：Companyname:住所：Domicile:第四条公司经营范围为：投资兴办实业（具体项目另行申报）；汽车配件的销售，国产汽车（不含小轿车），国内商业、物质供销业（不含专营、专控、专卖商品）；旧机动车交易；汽车租赁；经济信息咨询（不含限制项目）；货物及技术进出口。
Article4BusinessscopeoftheCompany:industrialandcommerciali nvestments(specificprogramstobeseparatelyappliedfor);saleo fautoparts,domesticautomobiles(excludingpassengercars),dom esticproductandmaterialsupplyandmarketing(excludingfranchi sed,special-controlled,andmonopolizedproducts);tradingofus edmotorvehicles;autorentalservice;economicinformationconsu ltation(excludingrestrictedones);import&exportofgoodsandte chnologies.经营范围以登记机关核准登记的为准。
外商独资企业设立-中英
苏州工业园区企业设立一站服务指南Guide of One-stop Service for Incorporation如何申请办理营业执照HOW TO APPLY FOR BL IN SIP(独资/WF0E)SIPACONE-STOP SERVICE 2007-5 版苏州工业园区企业设立一站服务程序及所需文件(外商独资企业)Documents needed for the establishment of a WOFE in SIP.第一阶段: 项目初审，交至经发局Phase I : Project pre-approval on the application documents , submitted to Economy and Trade Development Bureau（ETDB）01.关于设立外商独资企业的申请报告01. Application form for the setting up of the WOFE第二阶段：名称核准，交至工商局Phase II: name pre-approval, submitted to Industry and Commerce Administration Bureau (ICAB)01. 项目初审意见01. Project pre-approvall02. 外商投资企业名称预先核准申请书02. Name pre-approval application for setting up a WOFE03. 名称预先核准事宜委托书03. Letter of consignment for the name pre-approval04. 申请名称预先核准相关事项 pre-approval application related form05. 合法开业证明原件或复印件公证件05.Incorporation Certificate original or notarized letter of the copy of IC06. 境内法律文书送达接收人登记表06. Registration form of legal documents receiver within China第三阶段：环保初审，交至环保局Phase III：Environmental Impact Pre-approval, submitted to Environmental Protection Bureau01．建设项目环境影响自检表01. Self Examination on the Impact to the Environment第四阶段：公司文件审核/颁发批准证书交至经济贸易发展局Phase IV: issuing of the letter of Certificate, submitted to ETDB01．名称核准书01. Name pre-approval02．项目申请报告02. Project application03．苏州工业园区环境影响自检表03. Self Examination on the Impact to the Environment04．环保预审意见04. Environmental protection bureau pre-approval05．租约（附出租方的产权证明）或建设项目选址意见书或土地合同05. Lease contract (with the real estate certificate of the property) or site selection report orland transfer contract06．可行性研究报告06. Feasibility study07．章程、合同07. Articles of Association, contract08．董事会成员名单及任命文件（注明法定代表人）08. Letter of appointment of the board members (please designate the legalrepresentative)09．正、副总经理名单及聘任文件（注明法定代表人）09. Letter of appointment of the General Manager or the Deputy General Manager (pleasenotify if the GM is the legal representative)10．董事会成员和正副总经理的身份证或护照复印件10. Copy of the ID or passport of the board members, GM and DGM11．中方领导成员履历表及身份证复印件11. CV and ID copy of the Chinese high level management members12．授权委托书（非法定代表人签署文件）12. Letter of attorney (if the documents are not signed by the legal representative)13．多个外方合资时出具合资协议书,（在此情况下，公司章程须注明最高权力机构为股东会）13. Letter of resolution if the investor is a multiple party JV（please note that under thiscircumstance , the AOA should make it clear that the shareholder board is the highest power body）14. 合法开业证明原件或复印件公证件14. Incorporation Certificate original or notarized letter of the copy of IC15. 资信证明15. Bank’s reference letter16. 其它需报送的材料16. Others17．监事任命表17．Supervisor appointment format18.境外投资者（非自然人）主体资格审核申报表18. Declaration Form of Qualification Approval of Foreign Investors第五阶段：公司注册登记/核发经营执照，交至工商局Phase V: issuing of business license, submitted to ICAB01.名称核准书 pre-approval02.苏州工业园区环境影响自检表02.Self Examination on the Impact to the Environment03.环保预审意见03.Environmental protection bureau pre-approval04.租约原件（附出租方的产权证明）或建设项目选址意见书或土地合同原件04.Lease contract original (with the real estate certificate of the property) or site selection report or land transfer contract original05.章程、合同05.Articles of Association, contract06.董事会成员名单及任命文件（注明法定代表人）06.Letter of appointment of the board members (please designate the legal representative)07.正、副总经理名单及聘任文件（注明法定代表人）07.Letter of appointment of the General Manager or the Deputy General Manager (please notify if the GM is the legal representative)08.董事会成员和正副总经理的身份证或护照复印件08.Copy of the ID or passport of the board members, GM and DGM09.授权委托书（非法定代表人签署文件）09.Letter of attorney (if the documents are not signed by the legal representative)10. 多个外方合资时出具合资协议书（在此情况下，公司章程须注明最高权力机构为股东会）10. Letter of resolution if the investor is a multiple party JV（please note that under thiscircumstance, the AOA should make it clear that the shareholder board is the highest power body）11.外商投资企业设立登记申请书11. Application for Establishment and Registration of Foreign Invested Enterprise12. 指定代表或者委托代理人的证明12.Certification of appointed representative or authorized agent13.申请登记事项13. Application Form of Company Registration14. 法定代表人登记表14.Registration Form of Legal Representative15.法定代表人审查意见15.Remarks on the Legal Representative16.法定代表人履历16. Resume of the Legal Representative17. 批复（或备案表）及项目批准证书15. Letter of certificate18. 其它需报送的材料(涉及前置审批的)18. Others (Related pre-application).19．监事任命表19．Supervisor appointment format20.境外投资者（非自然人）主体资格审核申报表20. Declaration Form of Qualification Approval of Foreign Investors公司注册收费FEES FOR BUSINESS LICENSE出资期限SCHEDULE FOR PAID-UP/REGISTERED CAPITAL最低注册资金要求MINIMUM REGISTERED CAPITAL REQUIREMENT关于申请设立外商独资Application for Establishing a WFOE“”的申请报告(Name of the proposed WFOE)Economic and Trade Development Bureau of SIPAC ：国公司拟在苏州工业园区设立(Original Country) (Name of parent company) hereby apply for establishment of a外商独资企业“”。
公司章程范文(中英对照)
Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article 1 These articles are formulated in accordance with the Company Law of the P。
R。
C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations。
第二条本公司（以下简称公司）的一切活动必须遵守国家的法律法规,并受国家法律法规的保护.Article 2 The current business (hereinafter “the Company”) shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记注册。
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称：Company name：住所：Domicile：第四条公司经营范围为:投资兴办实业(具体项目另行申报)；汽车配件的销售,国产汽车(不含小轿车），国内商业、物质供销业（不含专营、专控、专卖商品）；旧机动车交易；汽车租赁；经济信息咨询（不含限制项目）；货物及技术进出口。
WFOEINCHINA
Wholly foreign owned enterprise setting up in China[ NEWS! ] RMB 100,000 ~ RMB 500,000 is minimum registered capital for Consulting WFOE, Service WFOE, Hi-Tech WFOE registration in Shanghai, Beijing, Hangzhou, Shenzhen and rest cities of China. Information provided below will guide you to:Wholly Foreign Owned Enterprise (WFOE)Introduction to WFOEThe Wholly Foreign Owned Enterprise (WFOE) is a Limited liability company wholly owned by the foreign investor(s). In China, WFOEs were originally conceived for encouraged manufacturing activities that were either export orientated or introduced advanced technology. However, with China's entry into the WTO, these conditions were gradually abolished and the WFOE is increasingly being used for service providers such as a variety of consulting and management services, software development and trading as well.The registered capital of a Wholly Foreign Owned Enterprise (WFOE) should be subscribed and contributed solely by foreign investor(s). A WFOE does not include branches established in China by foreign enterprises and other foreign economic organizations. The Chinese Laws on WFOE do not have a clear definition of the term of "branches". The term of "branches" should include both the branch companies engaged in operational activities and representative offices, which are generally not engaged in direct business activities. Therefore, branches and representative offices set up by foreign enterprises are not WFOE.Different types of WFOEFollowing are different types of WFOE. Commonly,1.If the WFOE only be allowed to manufacture here. we can say it's manufacture WFOE.2.If the WFOE is allowed to do Consultancy & Service, we call them Consultancy ServiceWFOE.3.If the WFOE is allowed to do Trading, Wholesale, Retail or Franchise in China, we call themTrading WFOE or FICE (Foreign-Invested Commercial Enterprise), you can check "FICERegistration" on the right menu for more information and details about FICE.Advantages of WFOEThe advantages of establishing a WFOE, compared with other types of enterprises, include, but not limited to:1.Independence and freedom to implement the worldwide strategies of its parent companywithout having to consider the involvement of the Chinese partner;2.Ability to formally carry out business rather than just function as a representative office andbeing able to issue invoices to their customers in RMB and receive revenues in RMB;3.Capability of converting RMB profits to US dollars for remittance to its parent companyoutside of China;4.Protection of intellectual know-how and technology;5.No requirement for Import / Export license for its own products;6.Full control of human resources7.Greater efficiency in operations, management and future development.8.To set up a WFOE, Investor doesn't have to be established it's business overseas for more than2 years while Representative office's parent company is required to have the parent companybeen established over 2 years.Business scopeOne of the most important issues in WFOE application is business scope. Business scope needs to be defined and the WFOE can only conduct business within its approved business scope, which ultimately appears on the business license. Any amendments to the business scope require further application and approval. Inevitably, there is a negotiation with the approval authorities to approve as broad a business scope as is permitted. Generally business scope includes investment consulting, international economic consulting, trade information consulting, marketing and promotion consulting, corporate management consulting, technology consulting, manufacturing, etc. With China's entry into WTO, more and more business is open to WFOE especially in Trading, Wholesale and Retail business.Registered and paid up capitalRegistered Capital: USD$140,000 is a decent investment capital for all types of WFOE, with USD$ 140,000 investment it's easy to get approved. Initial Paid-up would be 20% of the registered capital, the balance should be remitted within 2 years. According China company law, RMB 100,000 ~ RMB 500,000 is minimum investment capital for Consulting WFOE, Service WFOE, Hi-Tech WFOE registration.Registered capital is the amount that it's required to run the business until it can break even - the'registered capital' is a guideline only. If you do looking for a minimum registered capital, for instance RMB 30,000 (which is impossible to establish a WFOE in China) this means you will run out of money pretty soon, which leads to increased costs in reapplying for permission to increase capital, additional licensing fees and renewals of business licenses and so on. The WFOE needs funding via it's registered capital until it's about to support itself from it's own cash flow. However the amount of registered capital is dependent upon factors like Scope of Business and Location. In reality local authorities will review the feasibility study report (and check the lease contract) approve the investment on a case-by-case basis; reduced registered capital could be negotiated in some cases.The minimum registered capital guides for various industries according to our practice in China, for instance Beijing, Shanghai, Guangzhou, Shenzhen are given below: (Updated: Jun 23, 2009:, Pudong District authority in Shanghai announced in a meeting with PTC that they are stopping to approve the registered capital less than RMB 300,000 in Pudong District; Updated: Nov 18, 2009 Jing'an District authority in Shanghai won't approve a WFOE with registered capital less than USD 140,000 since Nov. 18, 2009 Some other districts of Shanghai already refused to approve registered capital below RMB 300,000 since the begin of 2009, while there were no official announcment from those districts. In Beijing, local authorities are still OK with RMB 100,000 registered capital) Consulting WFOE*RMB 100,000 ~ RMB 500,000Service WFOE RMB 100,000 ~ RMB 500,000Hi-Tech WFOE RMB 100,000 ~ RMB 500,000Trading WFOE / FICE RMB 500,000 ~ RMB 1 millionFood & Beverage WFOE RMB 500,000 ~ RMB 1 millionManufacturing WFOE RMB 1 million or USD 140,000GENERAL TAX INFORMATIONSince Jan. 2008, China's new corporate tax rates begins range from15% to 25%, the rate depends on the places where the company is registered and the industry that a company engaged. Please check the latest Corporate Income Tax Law of China. ( 193KB: Corporate Income Tax Law of China ) All enterprises are required to report to the Tax Administration Department monthly, quarterly, annually. Path To China provides part time accountant service for our clients, you are welcome to contact us for more information.ANNUAL AUDIT REPORTAny limited companies in China should summit annual audit report to the relevant authorities. The annual cost is about RMB 6,000. Any company will be subject be to a fine if the Annual Audit Report is not submitted in a timely manner.PROFIT REPATRIATIONChina Government allows Foreign Invested Enterprises remit their profits out of the country and such remittances do not require the prior approval of the State Administration of Foreign Exchange (SAFE). Dividends cannot be distributed and repatriated to oversea if the losses of previous years have not been covered while dividends not distributed in previous years may be distributed together with those of the current year. Repatriating the Registered Capital to home countries is forbidden during the term of business operation.TERMS AND TERMINATIONIn China, terms of 15 to 30 years are typical for a manufacturing WFOE (although some may have a longer term). It is also possible to obtain extensions of the WFOE's duration. For projects in which the amount of investment is large, or the construction period is long and the return on investment low, projects producing sophisticated products using advanced or key technology provided by the foreign partner, or for projects producing internationally competitive products, the term of WFOE may be extended to 50 years. With special approval from the State Council, the term may be even longer than 50 years.The WFOE may be terminated under certain conditions. For example, the inability of the WFOE to operate due to heavy losses, or in the occurrence of an event of force majeure, etc.More information about WFOE:Contact Our Regional Partners in Beijing, Shenzhen, Shanghai Hangzhou or Hong Kong for more details:Office Time: Monday To Friday 0900AM-1730PMShenzhen & South China Office:E-mail: ************************ [or Request For Proposal]35/F, PangLin Plaza, 2002 JiaBin Rd., Luohu District, Shenzhen 518001, China [-MAP-]Tel: (86-755) 6128.6800 (You can inquire in English)Tel: (86-755) 2238.5286Consultant: Ms. Marina GaoBeijing & North China Office:E-mail: ********************* or [Request For Proposal]5/F CBD International Mansion, 16 Yong'An Dong Li, Chao Yang District, Beijing 100022, China [-MAP-]Tel: (86-10) 5166.4212 (You can inquire in English)Tel: (86-10) 6563.7624Regional Manager: Ms. Gifty JiaShanghai & East China Office:E-mail: ********************* [or Request For Proposal]1038 West Nanjing Road, Suite 2508, 25 Floor, Westgate Tower, Shanghai 200040, China [-MAP-] Tel: (86-21) 5108.8535 (You can inquire in English)Tel: (86-21) 6218.6226Regional Manager: Mr. Li JunWholly foreign owned enterprise setting up in ChinaLast Updated: July 10, 2011[ NEWS! ] RMB 100,000 ~ RMB 500,000 (approx. USD 15,000 ~ 70,000) is minimum registered capital for Consulting WFOE, Service WFOE, Hi-Tech WFOE incorporation in Shanghai, Beijing and rest cities of China. Information provided below will guide you to:Documents Required & Registration Procedures of WFOECondition(s):Consulting WFOE, Service WFOE, IT WFOE minimum registered capital: RMB 100,000 ~~ 500,000, while most districts of Shanghai already refused to approve registered capital below RMB 300,000 since the begin of 2009.For the Trading or Manufacturing WFOE registration in China, our suggestted minimum registered capital is still 140,000 USD or 100,000 EURO (20% as initial paid-up within 3 months and the balance 80% should be injected within 2 years)For Food & Beverage WFOE setting up, the minimum registered capital would be RMB 500,000 (20% as initial paid-up within 3 months and the balance 80% should be injected within 2 years)Below are the documentation of WFOE formation in China, Item 1,2,7,8 should be prepared before visit China:Documents required1.2x Certificate of Incorporations, or Articles of formation or Equivalent document certified byChinese embassy or Chinese consulate overseas [ Sample: UK , US, HK,AUS, RUS, SGP,GER, SWE, ISL etc. ] For individual investor: 2x Passport copies of Investors need becertified by Chinese embassy or consulate. [ Sample:individual investor] Double check with us if individual investor is in China currently as some cities of China allow individual investor to submit with original passport only.2.2x Bank Reference Letters from investor’s bank to declare a good standing [ Sample ]3.Passport copy of: (i) Parent company's director (ii) China company's Legal Representative and(iii) China company's supervisor4.China Legal Representative provides: 6 photos (2 inches size), brief resume [ Sample ]5.Registered capital; Business Scope; 8 proposed Chinese names of China company6.Office address in China, 2x leasing contracts [ Sample ] , 2x certificate of real estateownership [Sample], and 2x landlord identification [ Individual, Company ]7.4x Letter of Authorization [ Sample ]8.Only a Trading WFOE need these documents: The latest annual audit report copy from theparent company which provided by a Certified Public Accountant (CPA) [ Sample ] andCustom HS Code of proposed Import/Export products in China [ Codes ]The above documents are enough to register a Trading WFOE, Service WFOE & Consulting WFOE. But you will have to prepare following extra documents if investors want to incorporate a Manufacturing WFOE in China:1.Purpose and estimated investment2.WFOE's operational structure and number of employees3.Permission for land use, environment evaluation report4.Products, size of production, detailed list of equipment, and business plan5.Environmental protection measures6.Requirement for utilities such as power and water supplyRegistration ProceduresForeign investors are not allowed to directly submit the application documents of incorporate WFOE to the relevant authority in China. They must retain a PRC entity that is authorized or permitted by relevant authorities to act as a sponsor. The sponsor will submit all the documents to the examination and approval authority on behalf of the foreign investor. Procedures of setting up the Wholly Foreign Owned Enterprise in China are as following: registration with State Administration of Industry and Commerce (SAIC)2.Certificate of Approval by Ministry Of Commerce or Foreign Economical Cooperation Bureau3.Apply for Business License with SAIC4.Chops made by Public Security Bureau (PSB)anization Code License by Technical Supervision Bureau (TSB)6.Tax Certificate by Taxation Bureau7.Registration and Approval with State Administration of Foreign Exchange (SAFE)8.Open Foreign Currency and RMB bank account9.Inject Capital from investor’s overseas bank account10.Capital Verification Report by Certified Public Accountant (CPA)11.Applying for Permanent Business License with SAIC12.Financial certificate Registration13.Statistics license Registration14.Import/Export license (Applicable for Trading & Manufacturing WFOE only)15.Value Added Services: Free Visa service, 2 months accounting serivce and moreMore information about WFOE:Contact Our Regional Partners in Beijing, Shenzhen, Shanghai Hangzhou or Hong Kong for more details:Office Time: Monday To Friday 0900AM-1730PMShenzhen & South China Office:E-mail: ************************ [or Request For Proposal]35/F, PangLin Plaza, 2002 JiaBin Rd., Luohu District, Shenzhen 518001, China [-MAP-]Tel: (86-755) 6128.6800 (You can inquire in English)Tel: (86-755) 2238.5286Consultant: Ms. Marina GaoBeijing & North China Office:E-mail: ********************* or [Request For Proposal]5/F CBD International Mansion, 16 Yong'An Dong Li, Chao Yang District, Beijing 100022, China [-MAP-]Tel: (86-10) 5166.4212 (You can inquire in English)Tel: (86-10) 6563.7624Regional Manager: Ms. Gifty JiaShanghai & East China Office:E-mail: ********************* [or Request For Proposal]1038 West Nanjing Road, Suite 2508, 25 Floor, Westgate Tower, Shanghai 200040, China [-MAP-] Tel: (86-21) 5108.8535 (You can inquire in English)Tel: (86-21) 6218.6226Regional Manager: Mr. Li JunWholly foreign owned enterprise setting up in China Last Updated: July 10, 2011[ NEWS! ] RMB 100,000 - RMB 500,000 is minimum investment capital for Consulting WFOE, Service WFOE, Hi-Tech WFOE, Software WFOE, gaming company registration in Shanghai, Beijing and rest cities of China. (Note: most districts of Shanghai already refused to approveregistered capital below RMB 300,000 since the begin of 2009. ) Information provided below will guide you to:Cost for WFOE Registration in China (Based in Shenzhen, Shanghai, Beijing, Hangzhou, Hong Kong)Cost includes service fee and government fee, please check our updated details below: Incorporation Cost in China:The above cost is for setting up a business in China.ALL-INCLUSIVE PACKAGE SERVICE COST & DETAILS [Service Starts:April 15, 2010 ]1. Cost for 1 Year All inclusive Package: (cost includes government fee*)* Government fee: for registered capital more than USD 140,000 additional government fee would apply which would be 0.8‰ on it's registered capital2. All inclusive Package deal for first Year* (Includes all government fee and service fee): Incorporation ServiceSERVICE FEE (RMB)Approx. GOVERNMENT FEE Consulting company registration18,0005,000 RMB Service WFOE, Software company settingup18,0005,000 RMB Trading Company with Import/Exportlicense26,0006,500 RMB Food & Beverage WFOE setting up32,00015,000 RMB Manufacturing WFOE 36,00020,000 RMBServiceService Fee (USD)1 Year Consulting WFOE Package6,800 USD 1 Year Service WFOE, Software WFOE Package6,800 USD 1 Year Trading WFOE with Import/Export licenses Package8,800 USD 1 Year Food & Beverage WFOE Package9,800 USD 1 Year Manufacturing WFOE Package 10,800 USDFirst Year All-Inclsive Package DetailsCompany formation ( service fee, government fee all included)1 Year working & residence permit for Legal Representative1 Year residence permit for 1 Family member of Legal Representative12 months accounting service (bookkeeping, accounting report & taxdeclaration)First capital verification report feeBank account openingFirst year's company licenses renewal (8 licenses)First year's annual audit reportFirst year tax return;* This inclusive service package currently available in Beijing, Shanghai, Shenzhen & Hangzhou Only3. Online ording (Incorporate your buiness before you visit China):[Order Now] Step 1-2-3 to establish your business in China through us online. Check it out4. Financial crisis: How would we reduce your incorporation related costs1. More information about WFOE:Contact Our Regional Partners in Beijing, Shenzhen, Shanghai Hangzhou or Hong Kong for more details:Office Time: Monday To Friday 0900AM-1730PMShenzhen & South China Office:E-mail: ************************ [or Request For Proposal]35/F, PangLin Plaza, 2002 JiaBin Rd., Luohu District, Shenzhen 518001, China [-MAP-]Tel: (86-755) 6128.6800 (You can inquire in English)Tel: (86-755) 2238.5286Consultant: Ms. Marina GaoBeijing & North China Office:E-mail: ********************* or [Request For Proposal]5/F CBD International Mansion, 16 Yong'An Dong Li, Chao Yang District, Beijing 100022, China [-MAP-]Tel: (86-10) 5166.4212 (You can inquire in English)Tel: (86-10) 6563.7624Regional Manager: Ms. Gifty JiaShanghai & East China Office:E-mail: ********************* [or Request For Proposal]1038 West Nanjing Road, Suite 2508, 25 Floor, Westgate Tower, Shanghai 200040, China [-MAP-] Tel: (86-21) 5108.8535 (You can inquire in English)Tel: (86-21) 6218.6226Regional Manager: Mr. Li Jun。
外资公司章程英文版
Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includes currency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees'employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legalrepresentative’s signature with the company stamp.)。
股份公司章程英文翻译
国外设立公司类法律文书—（八）股份公司章程（Articles of Incorporation）翻译
发布时间：2010-08-11 04:59:18
Articles of association, memorandum of association, by-law 均有公司章程的含义，美国与英国和加拿大等国的用法有一定的差异。
Articles of association 在美国一般指组建公司时有关政府当局提交的公司简章，其内容简单，通常只包括公司名称，公司存在的时间、经营目的、股份数额、股票种类、董事姓名、地址；而在公司被批准成立后，公司内部管理等许多具体事项则由by-laws（或articles of amendment）予以规定，故by-laws 在美国即等同公司章程细则或公司内部章程（在英国或加拿大articles of amendment 是指公司体制等更改的规章）。
在英国及加拿大，articles of association 是指公司章程细则或内部管理章程，而memorandum of association （或articles of incorporation）则是组建公司时向有关部门提交的公司组织大纲。
相比之下，我国的公司组织章程是将公司简章和章程细则（或内部规章）合成一个文件，称为公司章程，因而，在翻译时，中国意义上的“公司章程”实际上等同于articles of association 加上by-laws （美式英语）或memorandum of association 加上articles of association（英式英语）。
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Articles of Association for Solely Foreign-owned Enterprises (With Board of Directors)
Chapter 1 General Provisions Chapter 2 Objectives,Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered Capital Chapter 4 Shareholder Chapter 5 Board of Directors Chapter 6 Business Management Office Chapter 7 Taxation, Finance and Foreign Exchange Management Chapter 8 Distribution of Profits Chapter 9 Labor Management Chapter 10 Trade Union Chapter 11 Insurance Chapter 12 Duration, Dissolution and Liquidation Chapter 13 Rules and Regulations Chapter 14 Supplementary Provisions
Chapter 1 General Provisions Article 1 In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in ____________________. For this purpose, these Articles of Association hereunder are worked out.
Article 2 The name of the Company in Chinese is ____________________. The name of the Company in English is _____________________. The legal address of the Company is at_______________________.
Article 3 The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country. The legal name of the investing party is _____________________________________; Its legal address is _____________________________________________________; Its legal representative: Name _________; Nationality __________; Position ___________. Article 4 The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets.
Article 5 The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.
Chapter 2 Objectives, Scope and Scale of Production and Business Article 6 The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.
Article 7 The business scope of the Company is _______________________________________.
Article 8 The production scale of the Company after being put into operation is _____________.
Article 9 The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.
Chapter 3 Total Investment Amount and the Registered Capital Article 10 The amount of total investment of the Company is ______________; the registered capital is ______________.
Article 11 The contribution methods of the Company are, cash _____________________; kind equivalent of ___________. Article 12 The investing party shall contribute the registered capital with the following method: (Note: choose one of them) 1. Paying off all the capital within six months upon the issuance of business license. 2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.) The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China. The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.
Article 13 Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.