Model articles of association of a company limited by shares
Article 2 The company was established with the approval of the people's government of _ _ _, and is a joint stock limited company registered in the administrative department for industry and commerce, with independent legal personality; Its behavior is bound by national laws, and its economic activities and joint rights and interests are protected by relevant national laws and regulations; The company accepts the management of relevant government departments and the supervision of the public, and no organ, group or individual may infringe upon or illegally interfere.
Article 3 Company name: xx Co., Ltd. (hereinafter referred to as ")
English name of the company:
Article 4 Legal address of the company:
Article 5 The registered capital of the company is RMB.
Article 6 A company is a joint stock limited company established by way of offering.
Chapter II Purpose, Business Scope and Mode
Article 7 Purpose of the Company: (omitted)
Article 8 Business scope of the Company: Main business: (omitted) Concurrent business: (omitted)
Article 9 Mode of operation of the Company: (omitted)
Article 10 The company's management policy: (omitted)
Chapter III Shares
Article 11 The shares of the company are warrants. Company shares are securities issued by the chairman of the company.
Article 12 The company's share capital is divided into equal shares, and the registered share capital is _ _ _ _ shares, namely _ _ _ RMB.
Article 13 Composition of the company's share capital: Sponsor: _ _ shares, totaling _ _ million yuan, accounting for _ _ of the total share capital. Among them, there are _ _ _ million social legal person shares, accounting for _ _ times of the total share capital. There are _ _ _ million internal employee shares, accounting for _ _ _ shares of the total share capital.
Article 14 The shares of a company are divided into ordinary shares and preferred shares according to their rights and interests. The issued shares of the Company are all common shares.
Article 15 The shares of the company are registered shares. The par value of each share is yuan. Legal person shares are _ _ _ _ _ shares per lot; Each internal employee stock is _ _ _ _.
Article 16 The shares of a company can be purchased in RMB or in foreign currency. If it is purchased in foreign currency, it shall be calculated by converting the foreign exchange quotation on the day of receipt into RMB, and its dividends shall be uniformly distributed in RMB.
Article 17 A company's shares may be subscribed at a fixed price with tangible or intangible assets such as foreign machinery and equipment, factory buildings or industrial property rights, and proprietary technology, provided that the following conditions are met:
1. is necessary for the company;
2 must be advanced, with the technical evaluation materials (including patent certificates or trademark registration certificates) issued by famous institutions or industry notaries at home and abroad, and their technical knowledge.
3. If the price is lower than the international market price at that time, there shall be information on which the price evaluation is based;
4. Approved by the board of directors. The amount converted into shares by intangible assets such as industrial property rights and proprietary technology (excluding land use rights) shall not exceed% of the registered capital of the company.
Article 18 Directors and managers of a company shall not transfer their shares of the company without the consent of the board of directors during their three-year term of office. After three years, the shares transferred during the term of office shall not exceed 50% of the shares held by the company, and shall be approved by the board of directors.
Article 19 The shares issued by a company shall be valid only after the company stamps the special seal for shares and the chairman signs it.
Article 20 The issuance, transfer, transfer and dividend distribution of the company's shares shall be handled by the specialized agency entrusted by the company.
Article 21 If the shares held by the shareholders of the company are lost or damaged, the shareholders shall notify the company in writing and make a public announcement in the newspaper designated by the company for three days. If no objection is raised within 30 days from the date of publication, and verified by the agency evaluation agency designated by the company, new shares can be issued and re-registered and the original shares will be invalidated at the same time.
Article 22 The shares of a company may be bought, sold, donated, inherited and mortgaged. However, it shall not be handled from the date of liquidation of the company. The change of stock holders shall go through the transfer registration formalities at the company or the agency of the company within 45 days.
Article 23 According to the development of the company, the board of directors and the general meeting of shareholders decide to increase capital and share, and the issuance method is as follows:
1. Publicly issue new shares to the public;
2. Placing new shares to the original shareholders;
3. distribute bonus shares;
4. Convert the provident fund into share capital.
Article 24 The company only recognizes the registered shareholder (with seal and signature) as the owner of the shares, and does not accept any other disputes.
Chapter IV Shareholders and Shareholders' General Meeting
Article 25 The shareholders of a company are shareholders of the company.
Article 26 If a legal person is a shareholder of the company, the legal representative or an agent authorized by the legal representative shall exercise the rights on his behalf and issue a power of attorney from the legal representative.
Article 27 Shareholders of the Company shall enjoy the following rights:
1. Attend or entrust an agent to attend the shareholders' meeting and exercise the corresponding voting rights according to the shares held by him;
2. Obtain dividends or transfer shares in accordance with relevant national laws and regulations and the Articles of Association;
3. Consult the articles of association, minutes of shareholders' meeting and accounting report, supervise the company's operation, and make suggestions or questions;
4. Give priority to subscribe for the newly issued shares of the company;
5. Receive dividends according to its shares;
6. When the company is liquidated, it obtains the remaining property according to the shares;
7. Elect and be elected as members of the board of directors and the board of supervisors.
Article 28 The shareholders of a company shall undertake the following obligations:
1. Abide by the Articles of Association;
2. Implement the resolutions of the shareholders' meeting and safeguard the interests of the company;
3. Subscribe the capital contribution according to the subscribed shares and the mode of capital contribution; Be responsible for the company's losses and debts according to the shares it holds;
4. Submit my seal and signature style, identity certificate and address to the company; If there is any change, it shall go through the change formalities with the company in time;
5. The company shall not withdraw its shares after going through the industrial and commercial registration procedures.
Article 29. If the subscriber of the company's shares fails to pay the share capital within the time limit, it shall be deemed to have voluntarily given up the subscribed shares, and if losses are caused to the company, the subscriber shall be liable for compensation.
Article 30 The shareholders' meeting is the highest authority of the company, making resolutions on the following matters and exercising its functions and powers:
1. Review and approve the work reports of the Board of Directors and the Board of Supervisors;
2. Approve the company's profit distribution and make up for losses;
3. Approve the company's annual budget and final accounts report, balance sheet, income statement and other accounting statements;
4. Decide on the increase or decrease of the company's share capital, decide to expand the scope of subscription, and approve the company's stock trading method;
5. Issue bonds and auction funds to the company? About amine I ⒑ I ⒆ Xi? ⑶ ⑶ ⑶ ⑶ ⑶ ⑶ ⑶?
6. Elect or remove members of the board of directors and the board of supervisors, and decide on their remuneration and payment methods;
7. Amend the Articles of Association;
8. Make resolutions on other major issues of the Company. The resolution of the shareholders' meeting shall not violate the laws and regulations of China and the Articles of Association.
Article 31 Shareholders' meetings are divided into annual meetings and interim meetings. The annual meeting of shareholders shall be held once a year, and the maximum duration of the two annual meetings shall not exceed 15 months.
Article 32 In any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders:
1. When the director is vacant 1/3;
2. When the accumulated uncompensated losses of the company reach 1/3 of the total paid-in share capital;
3. Shareholders' proposal accounting for more than 65,438+00% of the total number of shares;
4. When the board of directors or the board of supervisors deems it necessary.
Article 33 The general meeting of shareholders shall be convened by the board of directors, and the shareholders shall be notified 30 days before the meeting, and the reasons for convening shall be stated in the notice. The extraordinary general meeting of shareholders shall not make decisions on matters not specified in the notice.
Article 34 The shareholders' general meeting is composed of shareholders who are registered in the company's register of shareholders, own or represent more than _ _ _ shares of common stock.
Article 35 Shareholders attending the shareholders' meeting shall hold the attendance certificate of this shareholders' meeting of the company. The attendance card shall indicate the name of the shareholder, the number of shares held, the time of the meeting, the company seal, the issuer and the date of issuance.
Article 36 A shareholder may entrust an agent in writing (limited to Article 30) to attend the shareholders' meeting and act as an agent. The entrusted shareholder representative shall attend the shareholders' meeting with the shareholder's attendance certificate, power of attorney and his ID card.
Article 37 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions:
1. Ordinary resolutions shall be attended by shareholders who hold more than 1/2 of the total number of common shares of the company, and passed by shareholders present with voting rights of 1/2.
2. Special resolutions shall be attended by shareholders representing more than two thirds of the total number of shares and passed by more than two thirds of the voting rights held by the shareholders present. The special resolution mentioned in the preceding paragraph refers to making resolutions on the matters listed in Articles 2, 4, 5 and 8 of Article 30 of the Articles of Association.
Article 38 If the shares held by the shareholders' representatives attending the shareholders' meeting do not reach the amount specified in Article 37, the meeting will be postponed for 15 days, and the shareholders who are not present will be notified again; If the shareholders' meeting held after the postponement still fails to reach the required amount, it shall be deemed to have reached the statutory amount, and the resolution is valid.
Article 39 When voting at the shareholders' meeting, each common stock has one vote.
Article 40 The minutes and resolutions of the shareholders' general meeting shall be signed by the chairman of the board and shall not be destroyed within 10 years.
Chapter V Board of Directors
Article 41 The board of directors of the company is the permanent body of the shareholders' meeting and is responsible to the shareholders' meeting. Be responsible for the major decisions of the company when the shareholders' meeting is not in session.
Article 42 The board of directors of the company consists of _ _ _ _ directors, including one chairman and _ _ _ _ _ _ _.
Article 43 The board of directors shall be elected by the general meeting of shareholders. Each director has a term of three years and can be re-elected. During the term of office, a director may be removed by a resolution of the general meeting of shareholders. If the directors elected by corporate shareholders need to be replaced due to internal reasons of the legal person, they may be reassigned, but the legal person shall submit valid documents and be confirmed by the board of directors of the company.
Article 44 The candidates for the board of directors shall be nominated by the previous board of directors; Persons jointly nominated by shareholders who have reached _ _ _ shares or more of the total number of common shares of the company may also be submitted to the meeting for election as candidates.
Article 45 With the authorization of the shareholders' meeting, the board of directors may add a number of working directors at an appropriate time, and shall approve it at the next shareholders' meeting. The incumbent directors are senior managers of the company's management organization, and their duties, powers and benefits are the same as those of other directors.
Article 46 The board of directors shall exercise the following functions and powers:
1. Decided to convene a general meeting of shareholders and report its work to the general meeting of shareholders;
2. Implement the resolutions of the shareholders' meeting;
3. To examine and approve the company's development plan and business policy, and to approve the company's organizational structure;
4. To review the company's annual financial budget and final accounts plan, profit distribution plan and loss recovery plan;
5. To formulate plans for cultivating the company's share capital, expanding the scope of subscription and trading methods of the company's shares;
6. Formulate corporate debt policy and reform corporate bond plan;
7. To decide on the mortgage, lease, contract and transfer of the company's important property;
8. To formulate plans for division, merger and termination of the company;
9. To appoint and dismiss senior management personnel of the Company and decide on their remuneration and payment methods;
10. Formulate the modification plan of the Articles of Association;
1 1. To examine and approve various important management systems and regulations of the company, such as administration, finance, personnel, labor and welfare.
12. Hire honorary directors and consultants of the company.
13. Other important matters that should be decided by the board of directors. When the board of directors makes the resolutions listed in the preceding paragraph, with the exception of resolutions No.5, No.6, No.7, No.8 and No.8 10, more than two thirds of the directors present at the board of directors can vote for it, and the rest can be voted for by more than half of the directors. When the votes of both parties to the dispute are equal, the chairman shall have two votes.
Article 47 The meeting of the board of directors shall be held at least once every six months, and it shall be valid only if at least 1/2 directors are present. If the directors are unable to attend the meeting for some reason, they may entrust others to attend the meeting and vote in writing. When the chairman considers it necessary or more than half of the directors propose, an interim meeting of the board of directors may be convened.
Article 48 The meeting of the board of directors adopts the voting system of one person, one vote and the organizational principle that the minority is subordinate to the majority. The resolution shall be valid only if it is passed by more than half of the directors present. When the votes for and against are equal, the chairman has the right to cast another vote. When voting on matters involving the interests of a director, the director has no right to vote. However, when calculating the number of directors present, the director should be included.
Article 49 The chairman shall be elected and removed by more than 65,438+0/2 of all directors.
Article 50 The chairman of the board is the legal representative of the company. The Chairman shall exercise the following powers:
1. Convene and preside over the shareholders' meeting;
2. Lead the work of the board of directors, and convene and preside over board meetings;
3. Sign the company's stocks, bonds, important contracts and other important documents;
4. Nominate the general manager for discussion and voting by the board of directors;
5. In case of war, catastrophic natural disasters and other emergency situations, exercise special adjudication power and disposal power over the company, but such adjudication and disposal must conform to the law and the interests of the company, and report to the board of directors and shareholders' meeting afterwards.
Article 51 If the chairman is unable to perform his duties for some reason, he may entrust other directors to exercise his functions and powers.
Article 52 Directors have the obligation of honesty and diligence to the company, and may not engage in activities that compete with the company or harm the interests of the company.
Chapter VI Board of Supervisors
Article 53 The Company shall set up a board of supervisors to exercise supervisory functions over the board of directors, members of the board of directors and the manager. The board of supervisors is responsible for the shareholders' meeting of the company and reports its work.
Article 54 The members of the Board of Supervisors shall be _ _, of which _ _ shall be elected and removed by the employees of the Company and _ _ shall be elected and removed by the shareholders' meeting. The term of office of the supervisor is 3 years, and the supervisor may be re-elected. A supervisor may not concurrently serve as a director, general manager or other senior management positions.
Article 55 The board of supervisors shall have a chairman, who shall be elected and removed by more than two thirds of the supervisors. If the number of members of the Board of Supervisors is less than two thirds (including two thirds) but not less than 1/2, they shall be elected and removed by the shareholders' meeting. The Board of Supervisors shall exercise the following functions and powers:
1. The chairman of the board of supervisors or the supervisor's representative attended the board meeting as nonvoting delegates;
2. Supervise whether directors, managers and other management personnel violate laws, regulations, articles of association and resolutions of the shareholders' meeting;
3. Supervise and inspect the company's business and financial status, have the right to consult account books and other meeting materials, and have the right to ask relevant directors and managers to report the company's operation;
4. Check the work report, business report, profit distribution plan and other financial materials to be submitted by the board of directors to the shareholders' meeting, and entrust a certified public accountant to assist in the review in the name of the company if there is any doubt;
5. Propose to convene an extraordinary general meeting of shareholders;
6. Negotiate or sue directors on behalf of the company.
Article 57 The resolution of the board of supervisors shall be agreed by more than two thirds (including two thirds) of the supervisors.
Article 58 When the Board of Supervisors exercises its functions and powers, the expenses for hiring legal experts, certified public accountants, certified auditors and other professionals shall be borne by the company.
Chapter VII Management Organization of the Company
Article 59 The company implements the general manager responsibility system under the leadership of the board of directors, with a general manager 1 person and a deputy general manager _ _ _. The general manager is nominated by the chairman and appointed by the board of directors; Other senior management personnel (deputy general manager, financial supervisor, audit supervisor and lawyer) are nominated by the general manager and appointed by the board of directors, who are responsible for their work.
Article 60 The main responsibilities of the general manager are:
1. Implement the resolutions of the shareholders' meeting and the board of directors, and report the work to the board of directors;
2. To formulate the company's development plan, annual production and operation plan, annual financial budget and final accounts plan, profit distribution and loss compensation plan;
3. Appointment, removal and deployment of company management personnel (excluding senior management personnel) and staff;
4. To decide the rewards and punishments, promotion and demotion, promotion and demotion, employment, recruitment, dismissal and dismissal of employees;
5. Be fully responsible for the company's operation and management, and handle the daily operation and management business and the company's external business on behalf of the company;
6. Other matters authorized by the board of directors or chairman. Have the right to refuse any director who is not authorized by the board of directors to interfere in the operation and management of the company.
Article 61 The total remuneration of directors and managers must be explained and announced in the annual report.
Article 62 Directors, managers and senior managers of a company who violate laws, articles of association, engage in malpractices for personal gain or neglect their duties may be given the following penalties according to different situations and resolutions of the shareholders' meeting or the board of directors:
1. Restrict power;
2. Exempt from the current position;
3. Responsible for economic compensation. Those who violate the criminal law shall be submitted to the relevant departments for legal responsibility.
Chapter VIII Finance, Auditing and Profit Distribution
Article 63 The company's financial accounting system shall conform to the Accounting System for Business Enterprises in People's Republic of China (PRC) and other relevant provisions of national laws, regulations and rules.
Article 64 The fiscal year of the Company adopts the Gregorian calendar system, from Gregorian calendar 65438+1 October1to 65438+February 3 1.
Article 65 The Company uses RMB as its bookkeeping base currency. All vouchers, account books and statements of the Company shall be written in Chinese.
Article 66 The financial statements of the company shall be submitted to all relevant departments in accordance with relevant regulations. The annual balance sheet, income statement, statement of changes in financial position and other relevant schedules prepared by the company shall be kept at the company's residence 20 days before the shareholders' meeting for shareholders' reference; The annual accounting report must be verified by a certified public accountant and certified in writing, and the Finance Committee shall report to the shareholders' meeting. The company shall declare and pay taxes to the tax authorities according to law, and the after-tax profits shall be distributed in the following order:
1. Make up the loss; 2. Withdraw the statutory surplus reserve fund; 3. Withdraw the public welfare fund; 4. Pay dividends on preferred shares;
5. Withdraw any surplus reserve; 6. Pay dividends on common stock.
Article 68 The after-tax profit distribution ratio of the company is:
1. The statutory surplus reserve fund withdrawal ratio is10%; 2. The extraction ratio of public welfare fund is: 5%-10%;
3. The extraction ratio of any surplus reserve fund is: (omitted) 4. The proportion used for dividends is: (omitted)
The above-mentioned specific distribution ratio shall be worked out by the board of directors according to the company's situation and development needs, and shall be implemented after being approved by the shareholders' meeting.
Article 69 The dividends of the company shall be paid once or twice a year, and shall be distributed according to the shares after the final accounts of the company. When distributing dividends, it shall be announced in writing or in designated newspapers and periodicals.
Article 70 The Company distributes dividends in the following ways:
1. Cash; 2. stocks.
Article 71 A company shall, in accordance with the provisions of its articles of association, implement a departmental audit system, set up an internal audit institution or equip internal auditors, and conduct internal audit supervision over the company's financial revenue and expenditure and economic activities under the leadership of the board of supervisors or the board of directors.
Chapter IX Labor, Personnel, Wages and Welfare
Article 72 The employment, dismissal, resignation, wages, welfare, labor insurance, labor protection and labor discipline of the employees of the company shall be implemented in accordance with the Interim Measures for Personnel Management of Joint-stock Pilot Enterprises and the Interim Provisions on Labor Wage Management of Joint-stock Pilot Enterprises, and the company's rules and regulations shall be formulated with reference to the above-mentioned relevant provisions. If there are new changes in national laws and regulations, they should be revised accordingly.
Article 73 When recruiting employees, the company shall conduct self-assessment and select the best employees.
Article 74 The Company shall, in accordance with the relevant laws, regulations and policies of the State, formulate the employment system, employee welfare system, salary reward system, labor protection system and labor insurance system respectively.
Article 75 A labor dispute between the company and its employees shall be handled in accordance with the relevant provisions of the state on the handling of labor disputes.
Chapter X Revision of Articles of Association
Article 76 The articles of association of the company may be amended as required, and the amended articles of association shall not contravene laws and regulations.
Article 77 The procedures for amending the Articles of Association are as follows:
1. The Board of Directors proposes to amend the Articles of Association:
2. Notify shareholders of the above amendments as required, and convene a general meeting of shareholders to vote;
3. Draft amendments to the Articles of Association according to the resolutions adopted by the shareholders' meeting to amend the Articles of Association.
Article 78 Changes in the articles of association of the company, involving changes in registered items such as name, domicile, business scope, registered capital and legal representative, and other matters that need to be announced, shall be announced.
Chapter II Termination and Liquidation of XI
Article 79 A company may apply for termination of liquidation under any of the following circumstances:
1. Due to force majeure, the company is seriously damaged and cannot continue to operate;
2. Violating national laws and regulations, endangering public interests and being revoked according to law;
3. The purpose of the company's establishment can be achieved, or it cannot be achieved at all;
4. The company declares bankruptcy;
5. The shareholders' meeting decides to dissolve.
Article 80 When the company declares bankruptcy termination, it shall be implemented with reference to the relevant provisions of the Enterprise Bankruptcy Law of the People's Republic of China (for Trial Implementation).
Article 81 The company does not accept the request of bankrupt shareholders to take over the company's property and other rights and interests due to creditor's rights. However, the shares and rights of bankrupt shareholders in the company may be transferred by bankrupt shareholders and creditors in accordance with relevant laws and regulations and the articles of association.
Article 82 If the company is terminated due to items (1), (2) and (3) of Article 79, the board of directors shall notify all shareholders, convene a shareholders' meeting, determine the candidates for the liquidation group, and issue a notice of termination. The Company shall set up a liquidation group within 15 days after the termination announcement.
Article 83 After the liquidation group is established, it shall notify the creditors within 10 and make an announcement at least three times within two months. Creditors shall declare their claims to the liquidation group within 30 days from the date of service of the notice, or within 90 days from the date of announcement if they have not received the notice. Creditors who declare their creditor's rights within the time limit shall not be included in liquidation, unless they know about the company and fail to notify it.
Article 84 The liquidation group shall exercise the following functions and powers:
1. Formulate the liquidation plan, clean up the company's property, and prepare the balance sheet and property list;
2. Deal with the unfinished business of the company;
3. Collect the creditor's rights of the company;
4. Repay the debts of the company and dissolve the employees of the company;
5. Dispose of the company's surplus property;
6. Conduct litigation activities on behalf of the company.
Article 85 When the liquidation group finds that the company's assets are insufficient to pay off debts, it shall immediately stop liquidation and apply to the people's court for bankruptcy. After the company is declared bankrupt by the people's court, it shall be handled by the people's court in accordance with the bankruptcy procedures, and the liquidation team shall hand over the liquidation affairs to the company.
Article 86 After the company decides to liquidate, no one may dispose of the company's property without the consent of the liquidation group.
Article 87 After giving priority to paying off the company's property, the liquidation group shall pay off the debts in the following order:
1. Wages and social insurance fees owed to employees of the Company in the first three years from the date of liquidation;
2. The taxes owed and the taxes and late fees payable according to law;
3. Bank loans, corporate bonds and other debts.
Article 88 The liquidation group shall not distribute the company's property to shareholders before paying off the debts in the order mentioned in the preceding paragraph. If the distribution of property in violation of the provisions of the preceding paragraph is not paid, the creditor has the right to demand the return and compensate for the losses.
Article 89 After the company is liquidated, the liquidation group will distribute the remaining property to all shareholders.
Article 90 After the liquidation, the liquidation group shall submit a liquidation report, prepare a statement of income and expenditure and various financial account books during the liquidation period, which shall be verified by certified public accountants, submitted to the government authorized department for approval, and go through the cancellation of registration with the administrative department for industry and commerce and the tax authorities to announce the termination of the company.
Chapter XII Supplementary Provisions
Article 91 The resolution on supplementing and amending the Articles of Association adopted by the shareholders' meeting of the company, as well as the detailed rules for implementation and relevant regulations formulated by the board of directors according to the Articles of Association, shall be regarded as an integral part of the Articles of Association.
Article 92 The right to interpret the Articles of Association belongs to the board of directors of the company.
Article 93 If the Articles of Association are inconsistent with the laws and current state policies, the laws and relevant policies shall prevail, and the Articles of Association shall be amended in time according to the laws and policies.
Article 94 The Articles of Association shall come into effect as of the date of registration of the company, which was adopted by a special resolution of the founding meeting and approved by the relevant departments of the people's government.