独资章程英文版样本
外商独资企业章程中英文版
______________ 外商独资企业、、八章年月Chapter 1 ObjectivesArticle 1In accordanee with Law of the People's Republic of China on Foreign-CapitalEn terprises , Compa ny Law of the PRC and other releva nt Chin ese laws andregulati ons , intends to set up En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny) , an exclusively foreign-owned enterprise. For this purpose ,these Articles of Associati on here un der are worked out.Article 2The investing party is a legal person registered with in accorda nee with the laws of g. Basic in formatio n as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal represe ntative: Name Nati on alityThe legal address of the Compa ny is at .Tel:Fax:Article 3The name of the Company in Chinese isThe nameof the Companyin English is Zhongbao Energy Resources Service Company.The legal address of the Compa nyis at 6, Gan gwuAve nue, Xi ' an In ter nati onalTrade &Logistics Park , Xi ' an, China.Article 4Chairma n of the Board is the legal represe ntative , perform his or her dutiescomply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.Article 5The Company is Chinese legal person ，its activities is under the governanceof Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co. ，Ltd. The responsibility of the investor is limited to the registered capital of the company. Companyis responsible for the debts by all its assets. After being agreed by China relevant departments ，company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives ，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange ，also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7The business scope of the Company is Drilling equipment and accessories sales ，labor services ，drilling engineering ，petroleum technology consulting andservices (above the range are free from state laws and regulations and restrictions prohibit operating the project ，involving licensing qualification ，with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Companyis USD90 000, 000; the registered capital is USD50 000, 000. The registered capital is paid in installments. Withi n three mon ths upon the issua nee of bus in ess lice nse , of the first in stallme nt shall be paid , and the rest part shall be paid off in two years.The differenee between the total amount of investment and the registered capitalcan obta in from bank loa ns or shareholder loa ns.Article 9The proporti on for export of the Compa ny is . The Board of Directorsor 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 Compa ny. Chapter 3 Total In vestme nt Amount and the Registered CapitalArticle 10The amount of total investment of the Companyis ; the registered capital is .Article 11The con tributi on methods of the Compa ny are ,cash ;kind equivale nt of .Article 12The in vesti ng party shall con tribute the registered capital with the follow ing method: (Note: choose one of them)1. Paying off all the capital withi n six mon ths upon the issua nce of bus in ess licen se.2. The registered capital is paid in in stallme nts. Within three。
公司章程英文本
公司章程英文本1Articles of AssociationOfChongqing, ChinaDate: [ ],资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
Table of ContentsArticle 1 - Name of Company (3)Article 2 - Name of Investor (3)Article 3- The Company (3)Article 4- Purpose and Scope of Business of the Company (5)Article 5- Total Amount of Investment and Registered Capital (5)Article 6- Encumbrance of Investment (7)Article 7- Board of Directors (7)Article 8- Management Organisation (15)Article 9- Labour Management (18)Article 10 -Trade Union (21)Article 11 - Taxes, Finance, Audit and Distribution of Profits (21)Article 12 -Bank Accounts and Foreign Exchange (24)Article 13 -Term (26)Article 14 -Early Termination (27)Article 15 -Liquidation (29)Article 16 - Insurance (32)Article 17 - Rules and Regulations (32)Article 18 -Miscellaneous (33)The prese nt articles are hereby formulated by . (here in after referred to as the ” Investor ” ) imscowrthathe Law of the People s Republic of China ( ” PRC ) on Wholly Fore-gOwned Enterprises and other applicable Chin ese laws and regulati ons, for the establishme nt of the wholly foreign- owned enterprise (the ”Company” ) in Chongqing, PRC.Article 1 - Name of Compa ny2Name of the Compa ny in En glish:Name of the Compa ny in Chin ese:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 2 - Name of Inv estorName of the Inv estor in En glish:Legal Address:Legal Represe ntative:Positi on:Nati on ality:Article 3 - The Compa ny3.1 Legal PersonThe Compa ny shall be a legal pers on un der the laws of the PRC subject to the protection and jurisdiction of PRC law. All of the activities of the Compa ny shall comply with applicable PRC laws and regulati ons.3.2 Limited Liability Compa nyThe Company shall be a limited liability company under the laws of the PRC.The liability of the Inv estor for the losses, risks, liabilities and any other obligati ons whatsoever of the Compa ny shall be limited to the registered capital of the3Compa ny.3.3 Date of Establishme ntThe date of the establishme nt of the Compa ny shall be the date on which the Compa ny is issued its Busin ess Lice nse.3.4 Bran chesThe Compa ny may establish branch offices and subsidiaries any where in the PRC and abroad upon the approval of the Board of Directors and the Chongqing Foreig n Trade and Econo mic Commissio n or its successor and any othergover nmen tal age ncies whose approval may be required by law with respect to the matters herein ( ” Exam in ati onand Approval Authority ” ).Article 4 - Purpose and Scope of Bus in ess of the Compa ny4.1 PurposeThe purpose of the Compa ny shall be to stre ngthe n econo mic cooperatio nand tech ni cal excha nge, to improve and promote retail services in Chongqing and other cities in China by adopting adva need and appropriate tech no logies and scie ntific man ageme nt methods and to bring satisfactory econo mic ben efits to the inv estor.44.2 Busin ess Scope(The bus in ess scope men tio ned above shall be subject to the approval of the related in dustrial and commercial authority.)Article 5 - Total Amount of Inv estme nt and Registered Capital5.1 Total Amount of Inv estme ntThe total amount of inv estme nt of the Compa ny shall be.5.2 Registered CapitalThe registered capital of the Compa ny shall be .5.3 Con tributi on to Registered CapitalInvestor ' s contribution to the registered capital of the Company shallbe in cash. The registered capital of the Compa ny shall be paid by the Investor in instalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) mon ths after the Date ofEstablishme nt. The bala nce of the registered capital shall be fully paid withthree (3) years after the Date of Establishme nt accord ing to releva nt Chin ese laws and regulatio ns.5.4 Inv estme nt Certificates5The Compa ny shall retain at its expe nse a certified public acco untantregistered in China to verify the capital contribution by the Investor and issue a capital verification report. The Company shall then issue an investmentcertificate to the Investor evidencing the contribution by the Investor on the basis of such report.5.5 Differen ces betwee n Total Amount of Inv estme nt and Registered CapitalThe differe nce betwee n the total amount of inv estme nt and registered capital of the Compa ny may, pursua nt to the decisi on of the Board in accorda ncewith the bus in ess n eeds of the Compa ny, be raised by the Compa ny through loa ns from domestic an d/or foreig n finan cialin stituti ons.5.6 Changes of Registered Capital and Total Amount of Inv estme ntAny cha nges in the registered capital an d/or total amount ofinv estme nt in the Compa ny shall be approved by a unanim ous vote ofall of the Board of Directors prese nt in pers on, by telepho ne or by proxy at aduly convened meeti ng of the Board and submitted, if required by law, to theExam in ati on and Approval Authority for approval. Upon receipt of suchapproval, the Compa ny shall register the changes in the registered capitaland/or total amount of inv estme nt with the origi nal departme nt of administratio n of in dustry and commerce.Article 6 - En cumbra nee of Inv estme nt6The Investor shall have the right to assign, sell or otherwise dispose of all or any part of its registered capital in the Company upon the unanim ous approval of the Board of Directors and the carrying out procedure to change registration with the original registrati on body.Article 7 - Board of Directors7.1 Formati on of Board(a) The date of issua nee of the Compa ny ' s Busin ess Lice nse shallbe the date of the establishme nt of the Board of Directors(” Board ” ).(b) The Board of Directors shall be composed of three (3)Directors who shall be all appo in ted by the Inv estor. TheDirectors shall each have a term of office of four (4) years, and each shallbe eligible for con secutive terms of office upon reappo in tme nt by the Investor. Any vaca ncy created in the Board of Directors shall be immediatelyfilled by the Inv estor.The Inv estor may at any time remove with or without cause any Directorand appo int in lieu thereof any other pers on to serve the remainder of theremoved Director ' s term. TheInvestor will appoint the chairman of the board from among the Directors.(c) Subject to Article 15, the chairma n of the Board shall be thelegal represe ntative of the Compa ny and shall have the power to represe7nt and act on behalf of the Compa ny. When ever the chairman is unableor fails to discharge his duties, the Director hav ing served the Ion gest onthe Board shall represe nt the Company and perform the chairman 'sduties.7.2 Powers of Board(a) The Board of Directors shall be the highest authority of the Compa ny andshall have the right to make decisi ons on all matters of the Compa ny.8资料内容仅供参考，如有不当或者侵权，请联系本人改正或者删除。
公司章程英文版本
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].。
外商独资企业章程(中英文对照)_Articles of Association【呕心沥血整理版】
ARTICLES OF ASSOCIATION章程OF之CO。
， LTD。
有限公司Date:【】, 2011日期：2011年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co。
, Ltd。
(hereinafter called the “Company”) are incorporated in accordance with the ”Laws of the People's Republic of China on Wholly Foreign—Owned Enterprises”and the detailed rules for the Implementation thereof，and other pertinent rules and regulations of the People’s Republic of China (hereinafter called ”PRC’）。
根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”)其它相关法律法规，制订有限公司（以下简称“公司”）《章程》.Article.2第 2 条公司的中文名称为【】有限公司,英文名称为【】.2.2T he legal address of the Company is 【】， zip code【】。
公司的法定地址为中国北京市【】,邮政编码：【】。
Article.3第 3 条5.1The Company is incorporated in accordance with the ”Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises” and its detailed implementation rules，and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则,以及中国其它相关法规和规章成立.5.2The Company has the status of a PRC legal person and is governed and protected by thelaws of PRC。
独资章程英文版样本完整版
独资章程英文版样本 HUA system office room 【HUA16H-TTMS2A-HUAS8Q8-HUAH1688】外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People’s Republic of China on Foreign-CapitalEnterprises 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, inTianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.Article 3The 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 4The 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 ofits assets.Article 5The 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 BusinessArticle 6The 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 7The business scope of the Company is _______________________________________.Article 8The production scale of the Company after being put into operation is_____________.Article 9The 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 CapitalArticle 10The amount of total investment of the Company is ______________; theregistered capital is ______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.Article 12The 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 restpart shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China toverify 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 14The 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 DirectorsArticle 15The 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 16The 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 17The 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 18The 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 19The 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 20In 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 waivehis/her right.Article 21Unanimous 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 22Each Board meeting shall have detailed minutes, which shall be signed by allthe directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercises general manager responsibility system under theleadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors andshall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assistthe 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 25Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle thematters handed over by the general manager and deputy general managers and be responsible to them.Article 26The 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 27The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers throughconsultation 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 28In 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 ManagementArticle 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.。
外商独资公司章程样本
外商独资公司章程样本第一章总则第二条公司名称：XXXX外商独资有限公司公司英文名称：XXXX Foreign Investment Co., Ltd.公司注册地址：XXXXXX公司经营范围：XXXXXX第三条公司的出资人为（以下简称“投资者”）：序号投资者姓名及国籍出资金额（单位：人民币万元）出资比例（%）第二章经营管理第四条公司的经营管理机构由股东大会、董事会和监事会组成。
第五条股东大会是公司的最高权力机关，由所有股东按照出资比例参加。
股东大会由公司董事长召集并主持，每年至少召开一次。
股东大会的职权事项包括但不限于：1.选举和罢免董事长、副董事长和董事会成员；2.通过以1/2出资比例以上的投票通过公司章程的修改、公司的合并、分立、解散；3.通过公司的年度计划、预算及决算；4.通过公司的经营和发展方向；5.通过公司的利润分配方案。
第六条董事会是公司的执行机构，由公司董事长、副董事长和董事组成。
董事会是公司日常经营管理的决策机构，负责落实股东大会的决议。
董事会由公司董事长召集并主持，每年至少召开四次。
董事会的职责包括但不限于：1.制定公司的发展战略和经营计划；2.确定公司的内部管理制度；3.组织和管理公司的经营活动，并确保公司按照法律法规、章程和合同的规定履行义务；4.监督公司的各级管理人员的履职情况；5.提请股东大会审议决议事项。
第七条公司设立监事会，由股东大会选举组成。
监事会是对公司经营活动进行监督的机构。
监事会由董事长召集并主持，每年至少召开两次。
监事会的职责包括但不限于：1.监督公司的经营活动是否合法、合规；2.监督公司的资金使用情况，审计公司的财务报表；3.对公司重大经济决策进行监督；4.对董事会的决策进行监督。
第三章财务管理第八条公司会计年度为每年的1月1日至12月31日。
第四章法律责任第五章附则第十一条本章程自股东大会通过后生效，并经XXXXXXXXXX备案。
第十二条本公司章程的解释权属于董事会。
外商独资企业章程中英文版
外商独资企业章程中英文版Articles of AssociationforZhongbao Energy Resources Service CompanyCatalogueChapter 1 General ProvisionsChapter 2 Objectives, Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered Capital Chapter 4 InvestorsChapter 5 Board of DirectorsChapter 6 SupervisorsChapter 7 Business Management OfficeChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 Taxation and FinanceChapter 11 Exchange ManagementChapter 12 Distribution of ProfitsChapter 13 Duration and TerminationChapter 14 InsuranceChapter 15 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, __Treasure China Investment Limited intends to set up Zhongbao Energy Resources Service Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise. For this purpose, these Articles of Association hereunder are worked out.Article 2The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Basic information as follows: The legal name of the investing party is Treasure China Investment Limited.Its legal representative: Name NationalityThe legal address of the Company is at Rooms 1001-4A, Champion Building, 287-291 Des V oeux Road Central, Hong Kong.Tel:Fax:Article 3The name of the Company in Chinese is中宝能源设备服务有限公司The name of the Company in English is Zhongbao Energy Resources Service Company.The legal address of the Company is at 6,Gangwu Avenue, Xi’an International Trade &Logistics Park, Xi’an, China.Article 4Chairman of the Board is the legal representative, perform his or her duties comply with the stipulations of the Chinese laws, decrees and relevant regulations.Article 5The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co., Ltd. The responsibility of the investor is limited to the registered capital of the company. Company is responsible for the debts by all its assets.After being agreed by China relevant departments, company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives, Scope and Scale of Production andBusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regulations and restrictions prohibit operating the project, involving licensing qualification, with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Company is USD90,000,000; the registered capital is USD50,000,000. The registered capital is paid in _____ installments. Within three months upon the issuance of business license, _____ of the first installment shall be paid, and the rest part shall be paid off in two years.。
公司章程英文版
公司章程英文版Articles of AssociationOfChongqing, China Date: [ ], 2005Table of ContentsThe present articles are hereby formulated by . (hereinafter referred to as the “Investor ”) in accordance with theLaw of the People 's Republic of China ( “PRC ”) Wholly Foreign-Owned Enterprises and other applicableChinese laws and regulations, for the establishment of the wholly foreign-owned enterprise (the “Compan ”y ) in Chongqing, PRC.Article 2- Name of Investor 3Article 3- The Company. 3Article 4- Purpose and Scope of Business of the Company. 4 Article 5- Total Amount of Investment and RegisteredCapitalArticle 6- Encumbrance of Investment 6Article 7- Board of Directors. 6Article 8- Management Organisation. 9Article 9- Labour Management 11Article 10 -Trade Union. 13Article 11 - Taxes, Finance, Audit and Distribution of ProfitsArticle 12 -Bank Accounts and Foreign Exchange. 14Article 13 -Term (15)Article 14 -Early Termination. 16Article 15 -Liquidation. 17Article 16 - Insurance. 18Article17 - Rules and Regulations. 18Article 18 -Miscellaneous. 1913onArticle 1 - Name of Company. 35Article 1 - Nameof CompanyNameof the Company in English:Nameof the Company in Chinese:Legal Address:Legal Representative:Position:Nationality:Article 2 - Nameof InvestorNameof the Investor in English:Legal Address:Legal Representative:Position:Nationality:Article 3 - The Company3.1Legal PersonThe Companyshall be a legal person under the laws of the PRCsubject to the protectionand jurisdiction of PRClaw. All of the activities of the Companyshall comply with applicable PRC laws and regulations.3.2 Limited Liability CompanyThe Companyshall be a limited liability company under the laws of the PRC. Theliability of the Investor for the losses, risks, liabilities and any other obligations whatsoever of the Companyshall be limited to the registered capital of t he Company3.3Date of EstablishmentThe date of the establishment of the Companyshall be the date on which the Company is issued its Business License.The Companymay establish branch offices and subsidiaries anywhere in the PRCand abroad upon the approval of the Board of Directors and the Chongqing Foreign Trade and Economic Commission or its successor and any other governmental agencies whose approval may be required by law with respect to the matters herein ( aExamination and Approval Authority ”).Article 4 - Purpose and Scopeto bring satisfactory economic benefits to the investor.(The business scope mentioned above shall be subject to the approval of the related industrial and commercial authority.)Article 5 - Total AmountofInvestment and Registered Capital5.1Total Amount of InvestmentThe total amount of investment of the Companyshall be.5.2 Registered CapitalThe registered capital of the Companyshall be .Contribution to Registered Capital3.4 Branchesof Busin ess of the Compa ny4.1PurposeThe purpose of the Companyshall be to strengthen economic cooperation and technicalexchange, to improve and promote retail services in Chongqing and other cities in Chinaby adopting advanced and appropriate technologiesand scientificmanagement methods and4.2Business Scope5.3Investor ' s contribution to the registered capital of the Companyshall be incash. The registered capital of the Companyshall be paid by the Investorininstalments. Fifteen percent (15%) of the total amount of the registered capital shall be paid by the Investor within three (3) months after the Date of Establishment.The balance of the registered capital shall be fully paid with three (3) years after theDate of Establishment according to relevant Chinese laws and regulations.5.4 Investment Certificatescapital and/or total amount of investment with the of industry and commerce.Article 6 - EncumbranceofIn vestme ntregistration body.The Companyshall retain at its expense a certified public accountant registered inChina to verify the capital contribution by the Investor and issue a capital verification report. The Companyshall then issue an investment certificate to theInvestor evidencingthe contribution bythe Investor on the basis of such report.5.5 Differences between Total Amount of Investment and Registered CapitalThe difference between the total amount of investment and registered capital of the Companymay, pursuant to the decision of the Board in accordance with the business needs of the Company, be raised by the Companythrough loans from domestic and/or foreign financial institutions.5.6 Changes of Registered Capital and Total Amount of InvestmentAny changes in the registered capital and/or total amount of investment in the Company shall be approved by a unanimous vote of all of the Board of Directors present in person, by telephone or by proxy at a duly convenedmeeting of the Board and submitted, if required by law, to the Examination receipt of such approval, the Companyshalland Approval registerAuthority for approval. Upon the changes in the registered original department of administrationThe Investor shall have the right to assign, sell or otherwise dispose of all or any part of itsregistered capital inthe Company upon the unanimous approval of the Board of Directors and the carrying out procedure to change registration with the original7.2Powers of Board(a) The Board of Directors shall be the highest authority of the Companyand shall have theright to make decisions on all matters of the Company.(b) Resolutions involving the following matters shall be adopted only by the unanimousaffirmativevote of all Directors present in person, by telephone or by proxyat a dulyconvened Board meeting:(i)amendment of the Articles of Association;(ii)increase or assignment ofregistered capitalor the totalamount o finvestment;(iii) merger of the Companywith any other economic organisation; and(iv) termination, dissolution or liquidation of the Company, or filing for debtor relief or other related protection by or on behalf of the Companyunder theChinesebankruptcy laws or analogous laws or regulations.removed Director 'sterm. The Investorwill appointthe chairman oftheboard f romamong the Directors(c)Subjectto Article 15, the chairmanof the Board shall be the legalrepresentative of the Companyand shall have thepower to representand act on behalf ofthe Company. Whenever the chairman is unableor failsto dischargehis duties,theany other personto serve the remainder of theCompanyand performthe Board shall represent theDirector having served the longest onDirector and appoint in lieu thereof Article 7 DirectorsBoard of 7.1 Formation of Board(a)The date of issuance of the Company s Business License shall be the date ofthe establishment of the Boardof Directors ( “Board ” ).(b)The Board of Directors shall be composed of three (3) Directors who shall beall appointed by the Investor.The Directors shall each have a termof office of four by years, and each shall be eligible for consecutive terms of office upon reappointment the Investor.Any vacancy createdin the Board of Directors shall be immediately filled by the Investor. The Investormay at any timeremove with orwithout cause anythe chairman ' s duties.(c)Resolutions involving the following matters shall be subject to and adopted by the simple majority affirmative vote of all Directors present in person, by telephone or by proxy at a duly convened Board meeting:(i) issuance of any guarantees for the payment obligations of any person or entity or the making of any other financing arrangements, the amount of which is more than RMB1 million;(ii) mortgage, pledge or granting of a security interest or other types of liensin any building, office space or other fixed assets or capital equipment of the Company,the amount of which is more than RMB1 million;(iii) loan and/or borrowing, the amount of which is more than RMB1 million;(iv) rental agreements, the amount of which is more than RMB1 million;(v)investment and/or disposal of tangible and intangible assets, the amount of which is more than RMB1 million;(vi)addition of items to or change of the scope of business of the Company;(vii)establishment of branch offices and/or subsidiaries;(viii) change of the legal address of the Company;(ix) distribution and payment of the Compan'y s profits;(x) appointment, suspension and dismissal of the general manager, deputy general manager and chief financial officer, as well as each of their scope of authority;(xi) approval of remuneration and benefits of the general manager, deputy general manager and chief financial officer under Article 8.1(b);(xii) approval of equity investment with the amount more than RMB1 million by the Company;(xiii) contribution, use or expenditure of the general reserve fund, the bonus and welfare fund and the enterprise expansion fund to be established under PRClaw;(xiv) approval of the annual business plan and annual budget of the Company;(xv) approval of the annual auditing report of the Company; and(xvi) other matters the Board considers subject to its approval.(c)The chairman of the Board shall set the agenda of Board meetings andshall beresponsible for convening and presiding over such meetings.(d) The chairman of the Board shall call an interim meeting of the Board under arequest therefor from no fewer than one Director specifying the matters to be discussed, and shall notify all Directors in writing the agenda and subject of the meeting.(e) The chairman of the Board shall send written notice to all Directors at leastfourteen (14) days prior to any regular, seven (7) days in the case of an interim meeting to be held, stating the agenda, time and place of the meeting. Such notice may, however, be waived by the unanimous consent of all Directors prior or at the meeting in person, by telephone or by proxy. If notice is not waived by the Directors, a Boardmeeting shall be convened no less than fourteen (14) days and no more than twenty eight (28) days from the date of issuance of the notice in the case of a regularmeeting, andno less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting.(f) Should a Director be unable to attend a Board meeting for any reason, he mayappoint a proxy in writing by mail or facsimileor hand-deliveryto be present and tovote at the meeting on his behalf. A proxy may represent one or more Directors. Aproxy shall have the same rightsand powers as the Directorwho appointed him.(g) Board resolutions may also be passed through a written circular vote via mailor facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effectas a vote takenby the Directorsphysicallypresent at a meeting.(h) Board meetings may also be held by telephone or other electronic audio meanssuch that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting.(a) The first Board meeting shall be held withinsixty (60) days from the date ofthe issuance of theBusiness License.(b)The Board shall meet at least once a year. Board meetings shall be held atthe legal address of the Company unless otherwise determinedby the Board of Directors.Two-thirdsof all of the Directors shallconstitute a q uorum for any Board meeting. Ifat any properly convened meeting, no quorum is present,then the Board shall reconvene7.3 Meetings at the same time and place one week later unless otherwise notified by the chairman.(i)Directors shall serve as Directors without remunerationunless otherwise approved by the Board. All reasonable costs, including round-tripairplane tickets andreasonable accommodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be compensated by the Companyaccording to that position.(j) Each Director shall have one vote.7.4 SecretaryMinutes of Board meetings shall be signed by the chairman at the next meeting of Directors afterhaving been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the priormeeting in person, bytelephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman ' s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translatingor arranging forthe translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company s head office.Orga ni zatio n8.1Management Organisation(a) The Board of Directors of the Company shall establish a managementorganisation, which shall be responsible to and under the leadership of the Board and in charge of the day-to-day operation and management of the Company. Unless otherwise decided by the Board, the operation and management organisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the“Senior Corporate Officers ” ).(b) The appointment of the Senior Corporate Officers and their remuneration andbenefitsshall be approved by a m ajority affirmativevote of the Directors present at ameeting of the Board in person,by telephone or by proxy.(c) The term of office forthe Senior Corporate Officers shallbe four years,which terms may be renewed.If any of the Senior Corporate Officers shall resign, retire, becomeArticle-Management(d)incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement.(e) The Board of Directors may remove any Senior Corporate Officer at any time,notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer ' s compensation for termination (if any).(f) The chairman of the Board of Directors and other Directors may concurrentlyserve as a Senior Corporate Officer as well as any other officer of the Company.8.2 Responsibilities and Powers of Senior Corporate Officers(a) The Board of Directors shall have the power by majority decision to determine,qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition.(b) Subject to any qualifications and limitations as may be set by the Board fromtime to time, the general manager shall be responsible for the daily management and operation of the Company; the deputy general manager shall,under the leadership of thegeneral manager, assist the general manager in the daily management and operation of the Company; and the chief financial officer shall, under the leadership of the generalmanager, be responsiblefor the financial and accounting matters of the Company.subsidiaries, its holding companies, and subsidiaries of its holding companies.(b) All other management personnel of the Company shall be forbidden fromconcurrently serving for or working at any other company, unit, entity or organisation whatsoever unless authorized by the general manager and approved or ratified by the Board. Any personnel in violation of such prohibition shall be subject to immediate dismissal by the general manager unless the Board shall decide otherwise.(c)The general manager shall prepare the annual business plan and budget for each year for otherwise,shallBoard approval. Unless the Board shall decide submit each year ' s business plan and budget to the Board forthe general manager approval no laterthan two months prior to the commencementof the fiscalyear.8.3 Non-competition(a) No Senior Corporate Officers shall in any way serve for, or act for the benefitor interest of, any other person, company, unit,entity ororganisationor participate in any activities conducted by such person, company, entity, unitororganisation which may, directly or indirectly, conflict or compete with the interest or business ofArticlesthe Companyor the Investor Group in China, InvestorGroup"means the group constitutedand for the purposes of these by the Investor, itsAny Senior Corporate Officer who misuses or abuses his position for personal ends, engages in graft or bribery in connection with the Company s business, acts inviolation of any Board decisionsor laws, acts in any way in competition with theCompanyas prohibited hereunder, is seriously derelict in his duties, or fails to perform any assigned tasks without due cause shall be dismissed by the Board of Directors without any compensation. Upon such dismissal, the Board shall immediately appoint a replacement. Any other management personnel who engage in such improper activities shall be immediately dismissed by the general manager.Article 9- Labour Management9.1Governing PrincipleThe Companyshall be entitled to full enterprise autonomy granted to foreign investment9.2 Labour Contractrecord.9.4 Labour and Personnel Policiesbenefits, reward and discipline of staff and workers of the Companyas well as title to8.4 Dismissalenterprises and shall have complete authorityover the hiringand dismissal of itsemployees. The recruitment, employment, discipline, dismissal and resignation of the employees of the Companyand their wages, salaries, insurance, welfare benefits and other matters shallbe handled in accordance withthe relevantPRClaws.The Companyshall conclude individual employment contracts with staff and workersdirectly.The Companyshall file such contracts with the Labour Department for the9.3 Labour PlanThe labour plan, including the number of employees of the Companyand the jobdescriptions, shall be prepared and determined by the general manager. The employees of rules and regulations of thethe Companyshall be required to strictly observe theCompany. The Companyshall recruit and employ only such number of employees as is necessary for its operations. Increase or decrease in the total number of employees of the Company, due to such factors as expansion or reduction of business or increased or decreasedefficiency, shall require the approvalof the general manager.(a)Matters such as employment, dismissal, resignation,wages, insurance, welfareand the right to apply for copyright protection, patent protection and other rights regarding inventions and works of authorship in the course of employment shall be set bydecision of the Board and stipulated in the labour and personnel policies of the Companyand the labour contracts between the Company and the employees.(b) The initial labour and personnel policies of the Companyshall be prepared bythe general manager for approval by the Board. These policies shall be consistent with applicable laws and regulations of China.(c) The general manager shall implement hiring policies whereby all PRC employeesof the Companyshall be selected on the basis of examination and shall have the mostcompetitive merits and qualifications. In this regard, upon the receipt of necessaryapprovals, the Company may hire qualified personnel from any where within China and, if necessary, from foreign countries.(d) The Companyshall sign non-competition and confidentiality agreements with itsemployees in accordance with the principles herein.9.5Power of General ManagerSubject to any limitations the Board may set, the general manager shall have the power to, according to the degree of seriousness of the case, give warnings, record demerits, deduct wages, dismiss or otherwise remove, any staff member or worker appointed by him who has violated the terms of the labour contract or the rules, regulations or labour disciplineof the Company or applicable law.Article 10 - Trade UnionThe staff and workers of the Companymay establish a trade union in accordance with the Law of the People' s Republicof China on Wholly Foreign-Owned Enterprises and the TradeUnion Law of the PRC Activities of the trade union shall be conducted after normal working hours, shall not interfere with the normal operations of the Company and shall conform with the relevant regulations. If a trade union isestablished by the staff andworkers of the Company, the Companyshall pay two percent (2%) of the total amount of wages received by the employees ofthe Companyinto the Company s trade union fund for such trade union' s use in accordance with applicable laws of the PRCon the management of trade union funds.Article 11 - Taxes, Finance,Audit and Distribute on of Profits11.1Taxes(a) The Companyshall pay taxes in accordance with relevant PRC laws a ndregulations. The Companyshall apply for all preferential tax and customs t reatmentavailable under the PRClaw.(b) The Companyshall apply for all reductions of or exemptions from r elevanttaxes, duties and other levies which are now available or will become available for such wholly foreign owned enterprises such as the Companyor for the Investor under any lawsand regulations of the PRC.11.2Finances(a)The financial and accounting affairs of the Companyshall be handledconsistently with the financial and accounting affairs of the Investor Group to the extent not inconsistent with theForeign Investment Enterprise Accounting System of thePRC and Finan cial Admini strati on Rules of Foreig n In vestme nt En terprises of the PRCwhich are formulated by the Ministry of Finance of the PRC. The Companyshall pay alltaxation according to relevant laws and regulations of the PRC.(b)The fiscal year of the Companyshall start on January 1 of each calendar year and end on December 31 of the same year. The last fiscal year of the Companyshall start on January 1 of the year of termination or expiration and end on the date of termination or expiration of the Company.(c)The Companyshall adopt the internationally recognized accrual basis and debit and credit accounting system. All accounting records, vouchers, books and statements of the Companyshall be prepared and kept both in Chinese and, if necessary, Korean as well. The Companyshall use Renminbi as the base bookkeeping currencies for its financial statements. The annual, quarterly and monthly reports shall be approved and jointly signed by the general manager and the chief financial officer and shall be prepared and kept in both Chinese and Korean. The chief financial officer shall be responsible for formulating the accounting and administrative measures regarding the Company s financial affairs, which shall be submitted to the Board for approval.11.3AuditThe Companyshall engage the accounting/auditing firm engaged by the Investor Group or otherwise selected by the Board to examine and verify the accounts and books of theCompanywithin three (3) months following the end of each fiscal year. The annual auditreport issued by such firm shall be submitted to the Board. The Companyshall makeavailable all of its accounting books and records to such auditor and provideconvenience for the auditing.11.4Allocation to Three FundsAfter payment of taxation by the Company, the Board shall determine the amount from the after-tax net profits to be allocated into the Company s reserve fund, enterpriseexpansion fund, and the employee bonus and welfare fund to be set up in accordance with PRC laws and regulations. The annual allocations to and prescription of any limit for the aforesaid funds to be paid out of the after-tax net profits shall be determined by the Board in light of the business and financial conditions of the Company.11.5Distribution of Profits(a) The Board of Directors may distribute the profits of the Companyas and when theydeem appropriate.(b) If the Company carries any loss from any previous year, the profits of thecurrent year shall first be used to cover such loss. No profits shall be distributed orre-invested unless and until all deficits from any previous years is fully made up. Any distributable profits retained by the Companyand carried over from any previous years that are not re-invested may be distributed together with the distributable profits of the current year.Article 12 - Bank Accounts and Foreign Exchange12.1 AccountsThe Companyshall open Renminbi deposit accounts and foreign exchange deposit accounts with financial institutions in China. The Company may also open foreign exchange deposit accounts with foreign financial institutions in foreign countries as designated by the Board of Directors upon approval by the Examination and Approval Authority, if required.Foreign Exchange12.2(a) The Companyshall handle its foreign exchange matters in accordance withapplicable PRCforeign exchange laws and regulations.13.1 Termexpiration date of the Term of the Company.(ii) Payment for materials, equipment, and services the Company imports fromabroad;(iii) Payment for any administrative expenses the Companyincurs which require foreign exchange payment;(iv) Payment of loan principal and interest and related obligations requiringforeignexchange payment;(v) Payment of profit and dividends to the Investor; and(vi) Payment to the Investorof proceeds from liquidationof assets pursuant toprovisions of Article 15.112.3 Foreign Exchange B alanceThe Companyshall coordinate its import, export and foreign exchange with the Investorin orderto achieve a balance offoreign exchange expenditures and incomethe(b)adopt In order to balance the foreign exchange needs of the Company, the Companymaypermitted any measure and engage in any activityunder Chinese law.(c) The Company shall use its foreig n exchange according to the following priority unless otherwise determined by the Board of Directors:(i)Payment of compensation to the Company s expatriate staff;Article 13 Term The duration of the Companyshall commenceon the date ofthe issuance of the Company sBusiness License and continue for a period of thirty terminated or further extendedas providedherein ((30)Term ” years,unless earlier13.2 ExtensionAfter having been unanimously approved by the Board).of Directorsor as directed by the Investor, a written applicationfor the extension of duration ofthe Term of the Company shall be filed to the Examination and Approval Authority six (6)months prior tothe。
英语公司章程(3篇)
第1篇I. IntroductionThis Company Charter (the "Charter") sets forth the fundamental principles, objectives, and governance structure of [Company Name] (the "Company"). The Company is established for the purpose of engaging in [brief description of the Company's business activities], in accordance with the laws and regulations of the jurisdiction in which it is incorporated. The Charter shall govern the conduct of the Company and its directors, officers, and employees.II. Name and Registration1. The name of the Company shall be [Company Name].2. The Company is incorporated and registered in [Jurisdiction], under registration number [Registration Number].III. Purpose and Objectives1. The purpose of the Company is to carry out [brief description of the Company's business activities] in an efficient, effective, and ethical manner.2. The objectives of the Company are:a. To achieve sustainable growth and profitability;b. To provide high-quality products and services to its customers;c. To foster a positive and inclusive work environment;d. To contribute to the economic and social development of the communities in which it operates.IV. Share Capital1. The authorized share capital of the Company shall be [amount in currency] divided into [number of shares] ordinary shares of [par value per share].2. The Company may issue additional shares of its capital, subject to the provisions of this Charter and applicable laws and regulations.V. Directors1. The management and administration of the Company shall be vested in a Board of Directors (the "Board").2. The Board shall consist of [minimum number of directors] to [maximum number of directors], who shall be elected by the shareholders at the Annual General Meeting (the "AGM").3. Directors shall hold office until the conclusion of the AGM following their election and may be re-elected.VI. Officers1. The officers of the Company shall be appointed by the Board, subject to the provisions of this Charter and applicable laws and regulations.2. The officers shall include the following positions:a. President/Chief Executive Officer (CEO);b. Chief Financial Officer (CFO);c. Chief Operating Officer (COO);d. Secretary;e. Such other officers as may be deemed necessary by the Board.VII. Shareholders1. The shareholders of the Company shall have the right to:a. Receive dividends, if declared, in accordance with the provisions of this Charter and applicable laws and regulations;b. Attend and vote at general meetings of the shareholders;c. Examine the Company's financial statements and other relevant documents;d. Propose resolutions at general meetings of the shareholders;e. Inspect the Company's books and records;f. Such other rights as may be provided by applicable laws and regulations.VIII. General Meetings1. The Company shall hold an Annual General Meeting (AGM) within six months of the end of its financial year.2. The Company shall also hold such other general meetings as may be required by the Board or upon the requisition of shareholders.IX. Dividends1. Dividends, if any, shall be declared and paid by the Board at its discretion, subject to the provisions of this Charter and applicable laws and regulations.2. Dividends shall be paid to shareholders on the basis of their shareholdings, provided that the Board may make exceptions to this rule in the case of special circumstances.X. Financial Year1. The financial year of the Company shall commence on [start date] and end on [end date].2. The Board shall cause the financial statements of the Company to be prepared in accordance with generally accepted accounting principles and to be audited by a qualified auditor.XI. Restrictions on Diversion of Corporate Opportunities1. No officer or director of the Company shall, without the priorwritten consent of the Board, use or employ any property or information of the Company for the purpose of deriving personal profit or benefit.2. The Board shall have the power to take all necessary actions to prevent the diversion of corporate opportunities from the Company.XII. Conflict of Interest1. A director or officer who has a direct or indirect interest in any transaction or arrangement with the Company that might reasonably be expected to conflict with the interests of the Company shall disclose the nature of such interest to the Board.2. The Board shall determine whether a conflict of interest exists and, if so, whether the transaction or arrangement should be approved.XIII. Termination of Directors and Officers1. A director or officer may resign from their position by delivering a written resignation to the Board.2. The Board may remove a director or officer from office for cause, including but not limited to:a. Failure to perform their duties with due care and diligence;b. Breach of the provisions of this Charter or applicable laws and regulations;c. Any act or omission that is detrimental to the interests of the Company.XIV. Amendments to the Charter1. Any amendment to this Charter shall be proposed by the Board or by a resolution passed by the shareholders at a general meeting.2. An amendment to this Charter shall be effective only if it is approved by a majority of the shareholders present in person or by proxy at the general meeting at which it is proposed.XV. Dissolution of the Company1. The Company may be dissolved by a resolution passed by the shareholders at a general meeting, provided that at least [percentage] of the shareholders vote in favor of the dissolution.2. Upon dissolution, the assets of the Company shall be distributed to the shareholders in accordance with their shareholdings, aftersatisfying all the Company's liabilities.XVI. Miscellaneous1. This Charter may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.2. If any provision of this Charter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the undersigned directors of the Company have executed this Charter as of this [date].[Signatures of Directors][Company Name][Company Address][Company Registration Number][Company Jurisdiction][Company Logo]第2篇PREAMBLEWHEREAS, the founders of [Company Name] (hereinafter referred to as the "Company") recognize the need for a comprehensive set of governing documents to establish the Company's purpose, structure, and operational procedures;WHEREAS, the founders desire to ensure the integrity, stability, and continuity of the Company's operations;WHEREAS, the founders believe that the adoption of this Company Charter will facilitate the achievement of the Company's objectives;NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the founders of [Company Name] hereby adopt this Company Charter as the governing document of the Company.ARTICLE I: NAMESection 1.01. The name of the Company shall be [Company Name],hereinafter referred to as the "Company."ARTICLE II: PURPOSESection 2.01. The purpose of the Company shall be to engage in the business of [describe the Company's primary business activities], in accordance with applicable laws and regulations.Section 2.02. The Company shall endeavor to achieve the following objectives:(a) To provide high-quality products and services to its customers;(b) To generate profits for its shareholders;(c) To maintain a safe and healthy work environment for its employees;(d) To contribute positively to the community and the environment.ARTICLE III: SHARESSection 3.01. The Company shall have [number of authorized shares]shares of [par value or no par value] common stock, par value [amountper share, if applicable], and [number of authorized shares] shares of [par value or no par value] preferred stock, par value [amount per share, if applicable].Section 3.02. The Board of Directors may, from time to time, without further action by the shareholders, increase or decrease the number of authorized shares of common stock and preferred stock, and may fix the par value thereof, if any.Section 3.03. The Board of Directors may, from time to time, without further action by the shareholders, issue and sell such shares of common stock and preferred stock as they may determine to be in the best interests of the Company.ARTICLE IV: BOARD OF DIRECTORSSection 4.01. The management and affairs of the Company shall be conducted by a Board of Directors (hereinafter referred to as the "Board"), which shall consist of [number of directors] directors, each of whom shall be elected by the shareholders at the annual meeting or such other meetings as may be required by law or by-laws.Section 4.02. The Board shall have the authority to make, alter, and repeal by-laws for the management of the Company.Section 4.03. The Board shall meet at such times and places as may be determined by the Board, but not less than once annually. Special meetings of the Board may be called by any director or upon the written request of a majority of the directors.Section 4.04. The Board shall have the power to appoint and remove officers of the Company and to delegate such powers and duties as the Board may determine.ARTICLE V: OFFICERSSection 5.01. The officers of the Company shall be a President, a Chief Executive Officer (CEO), a Chief Financial Officer (CFO), a Secretary, and such other officers as may be appointed by the Board.Section 5.02. The officers of the Company shall have such powers and duties as may be determined by the Board, but such powers and duties shall not conflict with the provisions of the Company's by-laws or the Company Charter.Section 5.03. The President shall be the principal executive officer of the Company and shall preside at all meetings of the Board and the shareholders.Section 5.04. The CEO shall be the principal administrative officer of the Company and shall be responsible for the day-to-day management of the Company's business.Section 5.05. The CFO shall be the principal financial officer of the Company and shall be responsible for the financial management and reporting of the Company.Section 5.06. The Secretary shall be the principal record-keeper of the Company and shall be responsible for the maintenance of the Company's minutes and records.ARTICLE VI: SHARES AND DIVIDENDSSection 6.01. The Board of Directors may declare dividends upon the common stock from time to time in such amounts as the Board may determine, subject to the availability of funds and the requirements of applicable laws and regulations.Section 6.02. Dividends on preferred stock shall be declared and paid in accordance with the terms of the preferred stock certificates.ARTICLE VII: MEETINGSSection 7.01. The annual meeting of the shareholders shall be held on [date] at [location], or at such other time and place as may be designated by the Board of Directors.Section 7.02. Special meetings of the shareholders may be called by the Board of Directors or upon the written request of [percentage] of the shareholders entitled to vote at the meeting.Section 7.03. Notice of meetings shall be given to shareholders in accordance with the provisions of the Company's by-laws and applicable laws and regulations.ARTICLE VIII: AMENDMENTSSection 8.01. This Company Charter may be amended or altered by the shareholders at any regular or special meeting, provided that the proposed amendment or alteration has been duly presented to theshareholders and has been approved by a majority of the votes cast at the meeting.ARTICLE IX: DISSOLUTIONSection 9.01. The Company may be dissolved by the shareholders at any regular or special meeting, provided that the proposed dissolution has been duly presented to the shareholders and has been approved by a majority of the votes cast at the meeting.Section 9.02. Upon dissolution, the assets of the Company shall be distributed among the shareholders in accordance with their respective interests, after payment of all liabilities and expenses of the winding up.IN WITNESS WHEREOF, the undersigned founders of [Company Name] have executed this Company Charter as of this [date].[Founders' Signatures][Company Name][Date][Company Address][Company Contact Information]Note: This Company Charter is a general template and should be customized to meet the specific needs and requirements of the Company. It is recommended that the Company consult with legal counsel to ensure compliance with applicable laws and regulations.第3篇Article 1: Name and Address1.1 The name of the company shall be [Company Name], hereinafter referred to as "the Company."1.2 The registered office of the Company shall be located at [Registered Office Address], which may be altered from time to time by a special resolution of the members.Article 2: Objective and Business2.1 The objective of the Company is to engage in [specify the primary business activities of the Company], and any other ancillary activities as may be necessary for the effective conduct of the business.2.2 The Company may carry on any business that is lawfully capable of being carried on by a company and any other activities as may be authorized by the provisions of this Constitution.Article 3: Incorporation3.1 The Company is incorporated under the [insert applicable legal framework, e.g., Companies Act 2006] and shall be a body corporate with a separate legal personality.3.2 The subscribers to this Constitution shall be the first members of the Company.Article 4: Membership4.1 Membership of the Company shall be open to individuals and corporate bodies that agree to be bound by the terms of this Constitution.4.2 An individual shall become a member of the Company upon payment of the subscription fee, if any, and acceptance of this Constitution.4.3 Corporate bodies shall become members of the Company upon the subscription of shares or by agreement to be bound by this Constitution, as determined by the directors.4.4 The Company may, at its discretion, refuse admission to any applicant for membership.Article 5: Classes of Membership5.1 The Company may have different classes of membership, each with different rights and privileges, as determined by the directors.5.2 The rights and privileges of each class of membership shall be set out in the Articles of Association, which may be amended from time to time by special resolution of the members.Article 6: Share Capital6.1 The share capital of the Company shall be divided into shares of [insert nominal value], each of which shall be fully paid up.6.2 The Company may issue shares of any class at par, premium, or discount, as determined by the directors.6.3 The Company may also issue bonus shares or redeemable preference shares, as determined by special resolution of the members.Article 7: Financial Year7.1 The financial year of the Company shall commence on [insert start date] and end on [insert end date].Article 8: Directors8.1 The management of the Company shall be vested in a Board of Directors, which shall consist of not less than [insert number] directors.8.2 The directors shall be elected at the Annual General Meeting or appointed by the Board.8.3 A director may resign at any time by giving written notice to the Company.8.4 A director shall be removed from office by a resolution passed at a general meeting of the members.Article 9: Powers of Directors9.1 The directors shall have the general power to manage the affairs of the Company and to perform all acts necessary for the effective conduct of the business.9.2 The directors may make such regulations as they consider necessary for the conduct of the business of the Company.9.3 The directors shall keep proper books of account and shall prepare annual financial statements in accordance with the provisions of the [insert applicable legal framework].Article 10: Meetings of Members10.1 General meetings of the members shall be held at such time and place as may be determined by the directors.10.2 An Annual General Meeting shall be held once in every calendar year at such time and place as the directors may determine.10.3 Special general meetings may be called by the directors or upon the requisition of [insert percentage] of the members.10.4 The notice of a general meeting shall be given to members not less than [insert number] days before the date of the meeting.Article 11: Notice of Meetings11.1 Notice of meetings shall be given to members in writing and may be given by email, post, or any other means of communication as determined by the directors.11.2 The notice shall specify the place, time, and purpose of the meeting.Article 12: Voting at Meetings12.1 Each member shall have one vote at general meetings.12.2 In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote.12.3 Resolutions shall be passed by a majority of the votes cast at a general meeting, unless otherwise provided by law or this Constitution.Article 13: Directors' Remuneration13.1 The directors may be paid such remuneration for their services as may be determined by the members at a general meeting.13.2 In addition to any remuneration, directors may receive such other benefits as may be determined by the members at a general meeting.Article 14: Resolutions14.1 Special resolutions shall require the consent of not less than [insert percentage] of the members present in person or by proxy at a general meeting.14.2 Ordinary resolutions shall require the consent of a simple majority of the members present in person or by proxy at a general meeting.Article 15: Miscellaneous Provisions15.1 The Company shall comply with all applicable laws and regulations.15.2 The directors may, from time to time, make such rules and regulations as they consider necessary for the proper conduct of the business of the Company.15.3 The directors may delegate any of their powers to such persons as they may think fit, provided that such delegation is not inconsistent with the provisions of this Constitution.15.4 The Company may enter into contracts and do all such acts and things as are necessary for the purpose of, or in connection with, the promotion, formation, or carrying on of the business of the Company.Article 16: Amendments to the Constitution16.1 Any amendment to this Constitution shall be made by special resolution passed at a general meeting.16.2 The proposed amendment shall be set out in the notice of the general meeting.16.3 The proposed amendment shall be passed by a majority of not less than [insert percentage] of the votes cast at the general meeting.Article 17: Dissolution17.1 The Company may be dissolved by special resolution of the members.17.2 Upon the dissolution of the Company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be transferred to some public charitable purpose as may be determined by the members at the time of dissolution.IN WITNESS WHEREOF, the undersigned subscribers to this Constitution hereby signify their agreement to be bound by the same.[Signature of subscriber 1][Name of subscriber 1][Title of subscriber 1][Signature of subscriber 2][Name of subscriber 2][Title of subscriber 2]...[Signature of subscriber N][Name of subscriber N][Title of subscriber N][Date]Note: This is a general template for a company constitution and shouldbe customized to meet the specific needs and requirements of the company. It is advisable to consult with a legal professional when drafting or amending a company constitution.。
公司章程英文版范文
公司章程英文版范文Article 1: General Provisions1.2 Registered Office1.3 Business Scope1.3.2 [Description of any additional business activities, if applicable].1.4 DurationArticle 2: Capital and Shares2.1 Authorized Capital2.2 Share Types and Classes2.3 Shareholders' Ownership and Voting RightsEach share shall confer voting rights to the shareholder. The proportionate voting rights shall be calculated based on the number of shares held by each shareholder.2.4 Transfer of SharesArticle 3: Shareholders' Meetings3.1 Annual General Meeting3.2 Extraordinary General MeetingAn extraordinary general meeting may be convened by the board of directors, upon request by shareholders representing atleast [Percentage] of the total voting shares, or as otherwise required by applicable laws and regulations.3.3 Notice of General MeetingsArticle 4: Board of DirectorsThe board of directors shall consist of [Number] directors. Each director shall be elected by the shareholders at the general meeting. The board of directors shall elect a Chairman from among its members.4.2 Duties and Powers4.3 MeetingsThe board of directors shall hold regular meetings at least [Number of Times] per year. Additional meetings may be called by the Chairman or upon written request of at least [Number] of directors. Notice of board meetings shall be given in writing at least [Number of Days] prior to the meeting.4.4 ResolutionsDecisions of the board of directors shall be made by a simple majority vote. In case of a tie, the Chairman shall have the casting vote.Article 5: Financial Reporting and Audit5.1 Financial Year5.2 Financial Reporting5.3 AuditArticle 6: Amendments and Termination6.1 AmendmentsAmendments to these Articles of Association shall require approval by at least [Percentage] of the total voting shares, or as otherwise required by applicable laws and regulations.6.2 TerminationArticle 7: Governing Law and Dispute Resolution7.1 Governing LawThese Articles of Association shall be governed by and construed in accordance with the laws of [Country].7.2 Dispute ResolutionAny dispute arising from the interpretation or implementation of these Articles of Association shall be settled through negotiation. If negotiation fails, the dispute shall be submitted to [Arbitration Institution or Court] for resolution.。
外商独资企业章程中英文对照articlesofassociatio
外商独资企业章程中英文对照a r t i c l e s o f a s s o c i a t ioARTICLES OF ASSOCIATION章程OF之CO., LTD.有限公司Date:【】,日期：年【】月【】日At【】地点：【】GENERAL PRINCIPLES总则These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordancewith the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and otherpertinent rules and regulations of the People's Republic of China (hereinaftercalled "PRC').根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。
2.1The name of the Company in Chinese isand in Englishis .公司的中文名称为【】有限公司，英文名称为【】。
2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国【】，邮政编码：【】。
5.1The Company is incorporated in accordance with the "Law of the People'sRepublic of China on Wholly Foreign-Owned Enterprises" and its detailedimplementation rules, and other relevant rules and regulations of thePRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。
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独资章程英文版样本集团文件发布号：（9816-UATWW-MWUB-WUNN-INNUL-DQQTY-外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises (With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered Capital Chapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange Management Chapter 7 Distribution of ProfitsChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In 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 workedout.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.?Article 3The investing party is a legal person registered with _______ Countryin 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 4The 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 externalliabilities with all of its assets.?Article 5The 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 6The 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.The business scope of the Company is_______________________________________.Article 8The production scale of the Company after being put into operation is _____________.Article 9The 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 CapitalArticle 10The amount of total investment of the Company is ______________; the registered capital is ______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.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 thefirst installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% ofits 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 13Within 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 ofcapital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The 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 DirectorsArticle 15The 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 approvalcertificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The 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 theappointing 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 17The 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 18The 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 19The 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 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Boardmeeting and vote on his/her behalf. Should he/she not attend orentrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.Article 21Unanimous 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 22Each 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 OfficeArticle 23The 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 24The 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 25Several 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 26The 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 ofthe general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting.Article 27The 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 28In case of malpractice or serious dereliction of duty on the part ofthe senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance withrelevant Chinese laws and stipulations on taxation.?。