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广州盈嘉投资顾问有限公司是经工商部门批准的专业从事工商注册、财税代理的公司,(注册号: 4401042015896 )。公司是由会计师、律师、工商注册专家组成的一支专业队伍,为你的创业导航。 主要经营范围为: ★公司...

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来源:   发布日期:2012-09-28

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 Board of Directors

Chapter 5 Business Management Office

Chapter 6 Taxation, Finance and Foreign Exchange Management

Chapter 7 Distribution of Profits

Chapter 8 Labor Management

Chapter 9 Trade Union

Chapter 10 Insurance

Chapter 11 Duration, Dissolution and Liquidation

Chapter 12 Rules and Regulations

Chapter 13 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 Tianjin Economic-Technological Development Area of the People's Republic of China. 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.
hapter 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: Thecontribution 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.

 

Article 14

The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.

Chapter 4 Board of Directors

 

Article 15

The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.

 

Article 16

The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.

 

Article 17

The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.

 

Article 18

The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.

 

Article 19

The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.

 

Article 20

In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.

 

Article 21

Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:

1. modification of the Articles of Association of the Company;

2. termination or dissolution of the Company;

3. readjustment of registered capital of the Company;

4. split of the Company or merger with other economic organizations.

5. issues which, according to the Board of Directors, must be unanimously passed by all directors.

Other issues can be passed by the decisions of simple majority.

 

Article 22

Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.

Chapter 5 Business Management Office

 

Article 23

The Company exercises general manager responsibility system under the leadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.

 

Article 24

The general manager is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assist the general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.

 

Article 25

Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and be responsible to them.

 

Article 26

The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.

In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting.

 

Article 27

The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers through consultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation.

 

Article 28

In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.
Chapter 6 Taxation, Finance and Foreign Exchange Management

 

Article 29

The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.

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