公司章程范本(英文版)
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。
THE COMPANIES ORDINANCE香港公司章程中英文【范本模板】
THE COMPANIES ORDINANCE (CHAPTER 32）公司条例（香港法例第32章）Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST＆UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATIONLIMITED中正财经法律翻译有限公司的组织章程大纲First：—The name of the Company is " JUST & UPRIGHT ECONOMIC，FINANCIAL AND LEGAL TRANSLATION LIMITED”.Second:—The Registered Office of the Company will be situated in Hong Kong。
Third：—The liability of the Members is limited.Fourth：- The Share Capital of the Company is HK＄10,000.00 divided into 10,000 shares of HK$1。
00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital，original or increased，with or without preference，priority or special privileges，or subject to any postponement of rights or to any conditions or restrictions and so that，unless the conditions of issue shall otherwise expressly declare, every issue of shares，whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained。
美国标准公司章程范本
美国标准公司章程范本（美国）公司章程Articles of Incorporation and By-Laws1) 公司组织大纲ARTICLES OFINCORPORATIONOF__________________________________××公司组织大纲First：The name of this corporation is _________________________ _______.第一条：本公司名称为_____________________________________ _.Second: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Gener al Corporation Law of the state other than the banking business, the tr ust company business or the practice of a profession permitted to be i ncorporated by the State Corporations Code.第二条：本公司的宗旨是从事××州一般公司法规定的公司能够从事的一切合法行为或活动。
《××州公司法典》所规定的金融业务、信托公司业务或专业活动不属于本公司的业务范畴。
Third：The name and address in this state of the corporation’s initial agent for service of process is:第三条：本公司发起人的姓名及其在本州送达通知的地址为：___ _________________________________________________________ _________.Fourth:This corporation is authorized to issue only one class of shares of stock which shall be designated common stock. The total number o f shares it is authorized to issue is ____________ shares.第四条：本公司仅有权发行一种股票，该股票为普通股。
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].。
境外投资公司章程范本
境外投资公司章程范本公司章程是规范公司内部运作的文件，其中包括公司的宗旨、组织结构、股东权益、经营管理、财务管理等内容。
以下是境外投资公司章程的一个范本，供参考：公司章程第一章总则第一条公司名称：XXX投资有限公司（以下简称“公司”）。
公司英文名称：XXX Investment Co., Ltd.公司注册地：XXXX国家第二条公司宗旨：本公司的宗旨是为股东提供优质的境外投资服务，增加股东的财富价值。
第三条公司经营范围：公司的主要经营范围包括但不限于境外商业投资、投资咨询、资产管理等。
第四条公司注册资本：公司注册资本为人民币XXX万元，实缴资本为人民币XXX万元。
第五条公司地址：公司的注册办公地址位于XXXX国家XXXX市XXXX区XXXX大街XX号。
第六条公司营业期限：公司自注册登记之日起，经XXXX国家有关部门批准设立，营业期限为无固定期限。
第二章公司组织结构第七条公司股东：公司设立时，由以下股东共同出资组成：股东姓名出资额（万元）比例（%）XXX XXX XX%XXX XXX XX%XXX XXX XX%……第八条股东权益：公司股东按照其出资比例以股份形式享有公司利润分配和资产分配的权益。
第九条公司董事会：公司设立董事会，由股东大会选举产生，负责公司重大决策和监督。
第十条公司监事会：公司设立监事会，由股东大会选举产生，负责监督公司的经营管理和财务状况。
第十一条公司高级管理人员：公司设立总经理，由董事会聘任，负责公司日常经营管理。
第三章公司经营管理第十二条公司管理机构：公司设立管理机构，包括营销部、投资部、风控部等，负责公司具体业务的管理与执行。
第十三条公司财务管理：公司设立财务部门，负责公司财务制度的建设和财务管理的执行。
第十四条公司合规管理：公司严格遵守当地法律法规，建立和完善合规管理制度，确保公司的合法经营。
第四章公司股权变动和利润分配第十五条公司股权变动：公司股东可以依法转让股权，转让须经其他股东通过股东大会决定。
(英国)集团公司章程范文示范英汉对照
（英国）公司章程范本英汉对照（英国）公司章程Memorandum And Articles Of Association Of FOOTBALL MARKETING & MANAGEMENT INTERNATIONAL LIMITED “国际足球营销和管理有限公司”公司组织大纲和公司内部管理章程COMPANY NO．3735935公司编号：INCORPORATED l8th March 2000成立日期：2000年3月18日PRIVATE COMPANY LIMITED BY SHARES私营股份有限公司THE COMPANIES ACTS l985 TO 1989依据法律：1985－1989年的诸部《公司法》RM COMPANY SERVICES LIMITED有限服务公司SECOND FLOOR 80 GREAT EASTERN STREET LONDON EC2A 3JL 地址：TEL：0171－8650011电话：FAX：0171－8650655传真：（一）公司组织大纲THE COMPANIES ACTS 1985 TO 1989 1985－1989年诸部《公司法》COMPANY LIMITED BY SHARES 股份有限公司Memorandum of Association of FOOTBALL MARKETING & MANAGEMENT INTERNATIONAL LIMITED“国际足球营销和管理有限公司”组织大纲1．The Company's Name is FOOTBALL MARKETING & MANAGEMENT INTERNATIONAL LIMITED第一条本公司名称为“国际足球营销和管理有限公司”2．The Company's Registered Office is to be situate in England and Wales．第二条公司注册登记处为英格兰和威尔士3．The Company's Objects are：第三条本公司宗旨是：（1）Without prejudice to the objects hereinafter specified to carry on business as a General Commercial Company．1）在不损害以下规定之前提下开展一般商业公司的业务；（2）To carry on any other business which may seem to the Company to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company with a view directly or indirectly to enhancing the value of or to render profitable or more profitable any of the Company's property，assets or rights or expertise．2）开展公司认为能方便或有利开展的，且能直接或间接使公司的财产、资产、权利或专门知识增值或获利或增利的与本公司业务相关或相连的其他任何业务；（3）To purchase or otherwise acquire and undertake all or any part of the business property and liabilities of any company，firm，person or body carrying on or proposing to carry on any business which the Company is authorized to carry on or possessed of property suitable for the purposes of the Company．3）收购或以其他方式购得和接管任何正在，或旨在开展本公司有权开展的业务的或能使本公司获得有利财产的任何业务的任何公司、商行、个人或团体的全部或部分业务财产和义务；（4）To purchase or otherwise acquire，take on lease or in exchange，let or hire any real or personal property or assets or any rights or privileges which the Company may think necessary or convenient or capable of being profitably dealt with in such manner as may be thought fit．4）以被视为恰当的收购方式或其他方式购得，以租赁或交换方式接管，出租或租用本公司认为必要、方便或能使之获利任何不动产、动产、资产、权利或特权；（5）To amalgamate or enter into any partnership or into any arrangement or other association for sharing profits union of interests，co－operation，joint adventure，reciprocal concession or otherwise with any company，firm，person or body carrying on or engaged in or about to carry on or engage in any business or transactions which the Company is authorized to carry on or engage in or any business transaction capable of being conducted so as directly or indirectly to benefit the Company．5）联合或参与任何合伙、协议或其他社团，以与正在或即将从事或进行本公司有权从事或进行且能直接或间接使本公司受益的业务交易之任何公司、商行、个人或团体分享利益联盟、合作、合资、互惠减让或其他类型的收益；（6）To subscribe，underwrite，purchase or otherwise acquire shares or stock in or securities or investments of any nature whatsoever and to subsidize or otherwise assist any such company and with or without guarantee to sell，hold，re－issue or otherwise deal with such shares，investments，stock or securities and any rights or options in respect thereof and to buy and sell foreign exchange．6）认购、接管、收购或以其他方式购得任何性质的股份、股票或证券、投资，以补贴或以其他方式协助此种公司附担保或不附担保销售、持有、再发行或以其他方式处理此种股份、投资、股票或证券或其相关的任何权利或期权，并买卖外汇；（7）To build，develop，construct，maintain，alter，enlarge，pull down，remove or replace any buildings，works，factories，roads，structures or facilities of all kinds and plant and machinery necessary or convenient for the business of the Company and to join with any person，firm or company in doing any of the things aforesaid．7）建造、开发、建筑、维护、变更、扩大、拆除、搬迁任何建筑物、工场、工厂、道路、任何类别的结构或设施以及本公司业务所需或适合的设备和机器，且参与任何个人、商行或公司从事上述任何事项；（8）To enter into any arrangements with any Government or Authorities supreme，municipal，local or otherwise and to obtain from any such Government or Authority all rights，concessions，authorizations and privileges that may seem conducive to the Company's objects or any of them．8）与任何政府或上级当局，包括市级、地方或其他，签订协议以从此种政府或当局处获得有益于本公司宗旨的一切权利、特许、授权和特权；（9）To obtain the grant of，purchase or otherwise acquire any concessions，contracts，licenses，grants，trade marks，copyrights or rights of any kind，patents，inventions，privileges，exclusive or otherwise，authorities，monopolies，undertakings or businesses，or any right or option in relation thereto，and to perform and fulfil the terms and conditions thereof，and to carry the same into effect，operate thereunder，develop，grant licenses thereunder，and turn to account，maintain or sell，dispose of，and deal with the same in such manner as the Company may think expedient．9）获准、购买或以其他方式得到特许、合同、执照、准予、商标、版权或任何类别的权利、专利、发明、特权（排他或不排他）、权力、专营权、担保或业务或任何与其相关的权利或期权，并履行和执行其条款和条件，使其产生效力，根据其进行运作、开发、发放执照，并按本公司认为适宜的方式对其进行利用、持有或出售、处置和处理；（10）To apply for，promote and obtain any provisional order，Act of Parliament or charter for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company's constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests．10）申请、设法通过和得到省命令、议会法令或特许，以使本公司顺利实施其宗旨，或进行公司章程修正和达到任何被视为适当的目的，并防止任何可能会直接或间接损害公司利益的诉讼或请求；（11）To promote or join in the promotions of any company for the purpose of acquiring all or any of the business，property，assets，rights and liabilities of any company whether or not having objects similar to those of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to place or guarantee the placing of，underwrite，subscribe for or otherwise acquire all or any part of the shares，debentures or other securities of any such other company．11）努力或与任何公司一起努力以获得任何公司的全部或部分业务、财产、资产、权利和义务，或达到其他直接或间接有利于本公司的目的，且订购和确保订购、包销、认购或以其他方式获得其他此种公司的全部或任何部分的股份、债券或其他证券；（12）To enter into any arrangements or contracts with any person，firm or company for carrying on the whole or any part of the business of the Company，and to fix and determine their remuneration，which may be by way of money payment，allotment of shares（either fully or partly paid）or otherwise．12）与任何个人、商行或公司签订协议以开展本公司的全部或任何部分业务，且制定和确定其报酬，报酬可以现金、分配股份（缴足股款或部分缴纳股款的股份）或其他方式予以支付；（13）To sell，exchange，Tease，grant licenses，dispose of，turn to account or otherwise deal with the whole of the undertaking，property，assets，rights and effects of the Company or any part thereof for such consideration as may be considered expedient and in particular shares，stock or other securities whether fully or partly paid up．13）出于适当考虑以出售、交换、租赁、特许、处置、利用或用其他方式处理本公司的全部或任何部分担保、财产、资产、权利和动产，以及特殊股份、股票或其他证券，不论其是否缴足股款；（14）To pay for any rights or property acquired by the Company，and to remunerate any person，firm or company rendering services to the Company whether by cash payment or by the allotment of shares，debentures or other securities of the Company credited as paid up in full or in part or in any other manner whatsoever，and to pay all or any of the preliminary expenses of the Company and of any company formed or promoted by the Company．14）支付本公司所购置的任何权利或财产，对向本公司提供服务的任何个人、商行或公司进行偿付，此种偿付可以现金、股份分配、债券或其他任何缴足或部分缴纳款项的证券予以支付，并支付本公司或任何由本公司组建的或创立的其他公司的前期支出；（15）To invest the monies of the Company not immediately required for any other purpose of the Company by the purchase of the shares or securities of any company or by the purchase of any interest in land or buildings or in such other manner as shall from time to time be considered expedient．15）将本公司不急需的资金投资收购其他公司的股份或证券，或购置土地或建筑物所有的利益，或按随时视为适当的其他方式进行投资；（16）To guarantee the payment of any debentures，debenture stock，bonds，mortgages，charges，obligations，interest，dividends，securities，monies or shares or the performance of contracts or engagements of any other company，firm or person and to give indemnities and guarantees of all kinds and to enter into partnership or any joint purse arrangement with any person，firm or company having objects similar to those of the Company or any of them．16）保证支付任何债券、公司债务、公债、按揭、抵押、债、息、利、证券、款项或股份，保证履行对任何公司、商行或个人的合同或承诺，且提供各种赔偿和担保，与宗旨类同本公司的全部或部分宗旨的任何个人、商行或公司建立合伙关系或签订合资协议；（17）To guarantee or give indemnities or provide security whether by personal obligation or covenant or by mortgaging or charging all or any part of the undertaking，property and assets both present and future and uncalled capital of the Company，or by all or any of such methods，the performance of any contracts or obligations of any person，firm or companywhatsoever．17）以个人义务或合同或以按揭或抵押本公司目前和将来的全部或任何部分的承诺、财产和资产以及未收资金的形式，或以全部或任何此种方式保证、补偿或担保任何个人、商行或公司的任何合同或义务得以履行；（18）To advance，lend or deposit money or give credit to or with any company，firm or person on such terms as may be thoughts fit and with or without security．18）按适当的条款预付、借付、存放或赊借款项给任何公司、商行或个人，有无担保不论；（19）To draw，make，accept，endorse，discount，execute and issue，and to buy，sell and deal with bills of exchange，promissory notes，debentures，bills of lading，warrants and other negotiable or transferable instruments or securities．19）开立、制作、承兑、背书、贴现、签发、买、卖和处理汇票、本票、债券、提单、栈单和其他流通或可转让票据或证券；（20）To raise or borrow and to secure or discharge any debt or obligation of the Company，and to receive money on deposit or loan in such a manner and on such terms as may seem expedient and in such manner as may be thought fit and in particular by mortgages and charges and the issue of debentures or debenture stock or other securities of any description upon all or any part of the undertaking，property，assets and rights of the Company both present and future including any uncalled capital of the Company．20）以视为适宜的方式和按适宜的条款，以及以适当方式和具体用本公司目前，将来的全部或部分承诺、财产、资产和权利以及未收资金以按揭、抵押、发放债券或公司债票或任何类型的证券的方式，举债或借债并担保或解除本公司的债务或义务；（21）To establish and maintain or contribute to any scheme for the acquisition by trustees of shares in the Company or its holding company to be held by or for the benefit of employees （including any Director holding a salaried employment or office）of the Company or（so far as for the time being permitted by law）and of the Company's subsidiaries and to lend money （so far as aforesaid）to any such employees to enable them to acquire shares of the Company or its holding company and to formulate and carry into effect any scheme for sharing profits with any such employees．21）制订和执行或促使完成以托管方式，由或替本公司以及本公司子公司的雇员（包括任何任有支薪职务的董事）购买本公司或其控股公司股份之方案，且借款（就以上规定而言）给此种雇员，使其能够购买本公司或其控股公司的股份，并制订和实施与此类雇员分享利润的任何方案；（22）To establish and maintain or procure the establishment and maintenance of any contributory or non－contributory pension or super－annuation funds for the benefit of，and to give or procure the giving of donations，gratuities，pensions，allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company or any such holding company or otherwise is allied to or associated with the Company，or who are or were at any time directors or officers of the Company or of any such other company，and the wives，widows，families and dependants of any such persons；to establish and subsidize and subscribe to anyinstitutions，associations，clubs or funds calculated to be for the benefit of or to advance the interests and well－being of the Company or of any such other company and make payments to or towards the insurance of any such person and do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid．22）建立和维持或促使建立和维持劳资双方共同缴纳或由雇主单方缴纳的年金或退休金基金，以维护现在或曾经受雇于或服务于本公司或其子公司、控股公司、联姻公司或联合公司者，或现在或曾经就任本公司或此种其他公司董事或高级职员职务者，或其妻子、遗孀、家人以及赡（抚、扶）养人的利益，且给予或促使给予他们捐赠、退职金、年金、津贴或酬金；建立、补贴和捐助为维护或促进本公司或此种其他公司利益和福利，并向上述任何人进行支付或提供保险，且独自或与上述此种其他任何公司合作以完成上述任何事项的任何机构、社团、俱乐部或基金会；（23）To purchase and maintain insurance for or for the benefit of an person or persons who are or were at any time directors，officers or employees or auditors of the Company，or of any other company which is its holding company，or any company which is associated with the Company，or of any subsidiary undertaking of the Company or trustees of any pension fund in which any employees of the Company or of any such other company or subsidiary undertaking are interested，including（without prejudice to the generality of the foregoing）insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties，powers or offices in relation to the Company or any such other company，subsidiary undertaking or pension fund and to such extent as may be permitted by law to indemnify or to exempt any such person against or from any such liability；for the purposes of this claus e“holding company”and“subsidiary undertaking”shall have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989．23）为或替现在或曾经任何时候就任过本公司或其控股公司、其联营公司、其附属企业或与本公司或此种其他公司或附属企业雇员年金基金有关的受托机构之董事、高级职员、雇员或审计员的任何个人或多人投保和续保，包括（但不限于）对此种人士事实或旨在实施任何行为或不作为和/或履行他们的职责和/或行使或旨在行使他们的权力和/或履行其他与本公司、任何此种其他公司、附属企业或年金基金相关的其他责任、权力或职责时所产生的任何责任险，且在法律允许的范畴内，担保或免除此种人的任何此种责任，本条款中的“控股公司”和“附属企业”应具有1985年颁布，后于1989年《公司法》所修正的《公司法》所含的同样含义；（24）To distribute among the members of the Company in specie or otherwise any property or assets of the Company subject to any consent required by law．24）在公司股东中按法律所规定的协议照章或以其他方式分配本公司的任何财产或资产；（25）To procure the registration，recognition or incorporation of the Company in or under the laws of any territory outside England．25）促使本公司依照英格兰之外的任何领地的法律予以注册登记，获得批准或组建；（26）To issue any securities which the Company has power to issue for any other purpose by way of security or indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by the Company．26）以担保或保证或履行任何本公司承担或同意承担之义务的方式，发放任何本公司有权发放的任何目的的证券；（27）To do all or any of the things and matters aforesaid in any part of the world，and either as principals，agents，contractors，trustees or otherwise，and by or through subsidiary companies，agents，sub－contractors or trustees or otherwise，and either alone or in conjunction with others．27）以委托人、代理人、承包人、受托人或其他身份，经或通过子公司、代理人、分包人或受托人或其他人之手，单独或与他人合作，在世界各地实施上述所有或部分事项；（28）To do all such other things as may be considered to be incidental or conducive to any of the above objects．28）实施所有可被视为上述任何宗旨所附带或有助于上述任何宗旨的其他事项。
【最新2018】公司章程英文版-word范文模板 (36页)
本文部分内容来自网络整理所得，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即予以删除！== 本文为word格式，下载后可方便编辑修改文字！ ==公司章程英文版公司章程英文版ONE：The name of this corporation is ____. 第一条本公司名称为_____。
TWO：The purpose of this corporation is to engage in any lawfulact or activity for which a corporation may be organized under the General Corporation Law of Massachusetts other than the banking business，the trust company business or the practice of a profession permitted to be incorporated by the Massachusetts Corporations Code.第二条本公司的宗旨是从事马萨诸塞州一般公司法所规定的公司能够从事的一切合法行为或活动，《马萨诸塞州公司法典》所规定的金融业务、信托公司业务或专业活动不属本公司业务范畴。
THREE：The name and address in this state of the corporation's initial agent for service of process is：第三条本公司发起人姓名及其在本州的法定地址为：FOUR：This corporation is authorized to issue only one class of shares of stock which shall be designated common stock. The total number of shares it is authorized to issue is ____ shares.第四条本公司仅有权发行一种股票，该股票为普通股。
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.)。
有限公司章程模板英文版
______________________________________________________有限公司章程___________________________年___________________________月Articles of AssociationFor the purpose of adapting to the requirements of socialist marketeconomy a nd developing productivity， the Articles of Association is made and reentered in accordance with the Company Law o f the People’s Republic of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations， the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1: The Company’s name: XXXXXXXX Co.， Ltd. (hereinafter referredto as the Company)Article 2: The Company’s address: Post Place of Guozhuang T own， Pingdu CityChapter Two Scope of BusinessArticle 3: The scope of business: production and processing of saltedvegetables， fresh vegetables， pepper and other agricultural products (sanitation license shall be valid before April 29， 20XX); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s registered capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital，shareholders representing 2/3 or more of the voting rights must approveand adopt the resolution. In increasing the registered capital， the shareholders shall subscribe the additional capital investment， which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital，the Company shall inform the creditors within 10 days and publish atnewspapers within 30 days after the resolution is made. Within 30 daysupon receipt of the notice， the creditor who f ails to receive the notice，is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through theprocedures for registration of change at the Company registration organif applicable.Chapter Four Names of Shareholders， Forms and Amount of Investment Article 5: The names o f shareholders， forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1，656，759.64 Yuan， accounting for 21.24% of the registered capital， in the form of money， with the investment fully funded before Aug. 24， 20XX.Song Lixian: amount of investment: RMB 6，143，240.36 Yuan， accounting for 78.76% of the registered capital， in the form of money， with the investment fully funded before May 14， 20XX.Article 6: All shareholders shall be issued Capital ContributionCertificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: Shareholders’ rights(1) Attending or authorizing representatives to attend board ofshareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) Voting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws， regulations and Articles of Association;(5) Preempting the contributions that other shareholders havetransferred;(6) Preempting the newly-added registered capital of the Companyaccording to their contribution proportions;(7) After termination of the Company， acquiring the residual assets ofthe Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reportsof the Company.Article 8: Shareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company isregistered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions to each other.Article 10: Transferring capital contribution of shareholders shall benegotiated by board of shareholders. If it is transferred tonon-shareholders， it must be approved by majority of all shareholders.The shareholders inform other shareholders in written form for approvalon the equity transfer， and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more thanhalf of the shareholders don’t approve such transfer， they must purchase part of the transferred capital contribution. Otherwise， it is regarded to consent to such transfer.Article 11: The Company should record the name， address and capital contribution of assignee into shareholders list after the shareholdertransferred their contribution.Chapter Seven Organizations of the Company and its Formation， their Functions and Rules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative， and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and finalaccount plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger， split-up， change of Company form，dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in writtenform， the shareholders may make a resolution directly without holdingthe shareholder’s meeting， and all the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage ofcapital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classified into regular meetings and temporary meetings. All shareholders shall be notified 15days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rightscan propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors andthe shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties， the supervisorof the Company may convene and preside over such meetings; if thesupervisor is unable to perform his duties， the shareholder representing1/10 or more of the voting rights can propose to hold the shareholders’meeting at his discretion.Article 17: Shareholders’ meeting shall make a resolution to theconcerned matters， which shall be adopted by the shareholdersrepresenting 2/3 or more of the voting rights， while the resolution made at a shareholders’ meeting on increasing or reducing the registeredcapital， merger， split-up， dissolution or change of the Company formor amending the Articles of Association shall be adopted by theshareholders representing 2/3 or more of the voting rights. The board of shareholders shall make t he meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meetingminutes.Article 18: The Company sets one executive director， which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may， after the expiryof his term of office， hold a consecutive term upon re-election.The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans ofthe Company;6. Working out the plans on the increase or decrease of registered capital，and issuance of bonds of the Company;7. Drawing out the plans on merger， split-up， dissolution， change of the Company form， and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company，and， according to the nomination of the manager， deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance aswell as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed ordismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the followingauthorities:1. Taking charge of the management of the production and businessoperations of the Company;2. Organizing the execution of the Company’s annual operational plansand investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate. Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years，and the supervisor may， after the expiry of his term of office， hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law， regulation， the Articles of Association of the Company;3. Demanding any executive directors and managing officers to makecorrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when t he executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managingofficers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Companyshall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of theCompany. The executive director’s term of office shall be no more than3 years. The executive director shall be elected and dismissed by the board of shareholders， and who may， after the expiry of his term of office，hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the followingauthorities:1.Convening and carrying out the board resolutions， and reporting the status on work to board of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company， who shall be employed and dismissed by the executive director.Chapter Nine Financial and Accounting， Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accountingsystems of the Company in accordance with the relevant laws，administrative regulations and provisions enacted by the financialcontrol authorities under the State Council， prepare financialstatements at a fiscal year ends， and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by thefinancial control authorities under the State Council.Article 27: Labor and employment system shall be subject to relevantnational laws， regulations and provisions enacted by ministry of laborunder the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30，2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles ofAssociation expires or any of the matters for dissolution as stipulatedin the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due tothe violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved， a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed， the liquidation group shall formulate a liquidation report，which shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Companyregistration authority for writing off the registration of the Company，then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder ConsidersNecessaryArticle 31: The Company may amend the Articles of Association based ondemand or matters concerned the registration alteration， the amended articles of association shall not be in contradiction with the laws andregulations， the amendment to the articles of association shall beadopted by all shareholders of the Company by voting. The amended articlesof association shall be submitted to former Company registrationauthority and make relevant alteration registration for registrationauthority， if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33: Registered particulars of the Company shall be subject toconfirmation of Company registration authority.Article 34: This Article of Association is established by all investorsand shall become e ffective since the date of establishment of the Company. Article 35: This Article of Association is made in four origin copies，each shareholder keeps one， the Company keeps one， and one for Company registration authority.Signatures of all shareholders:Date。
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STANDARDIZED COMPANY ARTICLES OF ASSOCIATION (DRAFT: MAY 10, 2000) STANDARDIZED COMPANY ARTICLES OF ASSOCIATION TABLE OF CONTENTS
Chapter 1. General Provisions Chapter 2. Purpose and Scope of Business Chapter 3. Shares Chapter 4. Shareholders and the General Meeting of Shareholders Chapter 5. Board of Directors Chapter 6. General Manager Chapter 7. Supervisory Board Chapter 8. Financial Affairs, Accounting and Auditing Chapter 9. Labor Management, Labor Union and Employee Benefits Chapter 10. Dispute Resolution Chapter 11. Notification and Announcement Chapter 12. Merger, Division, Dissolution and Liquidation Chapter 13. Amendment of Articles of Association Chapter 14. Supplementary Provisions CHAPTER 1. GENERAL PROVISIONS Article 1 These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and other relevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.
Article 2 This Company is a joint stock limited liability company established according to the Company Law and other relevant regulations.
The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so as to obtain a business license.
Article 3 The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Those shares included _____ million domestic shares subscribed in RMB form issued to domestic investors. The Company was listed on the _________ Stock Exchange on _____________, 2000.
(OPTIONAL (IF RELEVANT)- Those shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed on the domestic stock exchange.)
Article 4 The name of the Company is: ________________________________________ (Chinese) ________________________________________ (English) Article 5 The domicile of the Company is: No. ____, ___________ Road, _____________________________ Post Code: ____________________ Article 6 The registered capital of the Company is ______ billion RMB. Article 7 The Company is a perpetual joint stock limited liability company. Article 8 The Chairman of the Board of Directors is the legal representative of the Company. Article 9 The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. The Company shall assume liability for its debt to the extent of its entire assets.
Article 10 From the date that it takes effect, these Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, and to set the rights and obligations between the Company and its shareholders and for the shareholders with each other.
Article 11 Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs.
Article 12 The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raised only after preconditions are met which are set by relevant laws, administrative rules and regulations, and by the provisions of these Articles of Association. The Company also has the right to provide a guarantee to any third party.
Article 13 The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws, administrative rules and other regulations issued by the Government. Article 14 The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies.
The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements for operation and management of the Company.