外商独资企业章程中英文版

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外资公司章程英文版

外资公司章程英文版

Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includescurrency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to , stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees' employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legal representative’s signature with the company stamp.)11 / 11。

中外合资企业章程中英对照版

中外合资企业章程中英对照版

中外合资企业章程中英对照版第一章总则Chapter 1 General Provision第二章宗旨、经营范围Chapter 2 The Purpose l Scope and Scale of the Business 第三章投资总额和注册资本Chapter 3 Total Amount of Investment and the Registered Capital 第四章董事会Chapter 4 The Board of Directors第五章经营管理机构Chapter 5 Business Management Office第六章财务会计Chapter 6 Finance and Accounting第七章利润分配Chapter 7 Profit Sharing第八章职工Chapter 8 Staff and Workers第九章工会组织Chapter 9 The Trade Union Organization第十章期限、终止、清算Chapter 10 Duration, Termination and Liquidation of the Jint Venture Company第十一章规章制度Chapter 11 Rules and Regulations第十二章适用法律Chapter 12 Applicable Law第十三章附则Chapter 13 Supplementary Articles第一章总则Chapter 1 General Provision第一条根据《中华人民共和国中外合资企业法》,和中国×公司(以下简称甲方)与×国×××公司)合资经营合同,特制订本合营公司章程。

Article 1 In accordance with the "Law of the People's Republic of China on joint Venture Using Chinese and ForeignInvestment" and the contract signed on in_________ ,china, by,×Co. (hereinafter referred to as Party A). and ×××Co.,Ltd. (hereinafar referred to as Party A), to set up a joint venture,×× Limited Liability Company (hereinafter referred to asjoint venture company), the Articles of Association hereby is formulated.第二条合营公司中文名称为:××有限公司Article 2 The names of the joint venture company shall be ××Limited Liability Company.缩写为:Its abbreviation is ______________.合营公司的法定地址为:The Legal address of the joint venture company is at 第三条甲、乙双方的名称、法定地址为:Article 3 The names and legal addresses of each parties are as follows:甲方:中国×公司,其法定地址为Party A: × Co. , China, and its legal address is 乙方:×国×××公司,其法定地址为party B: ××× Co., Ltd, and its legal address is 第四条合营公司的组织形式为有限责任公司。

中外合资企业章程中英对照版

中外合资企业章程中英对照版

中外合资企业章程中英对照版1. 名称中文名称:[企业中文名称]英文名称:[企业英文名称]2. 经营范围企业的经营范围包括但不限于:[经营范围]3. 法定代表人企业的法定代表人为:[法定代表人姓名]4. 董事会4.1 董事会的组成和职权本企业的董事会由[董事会成员人数]名董事组成,其中[中方成员数量]名为中方董事,[外方成员数量]名为外方董事。

董事会的主要职权包括但不限于:制定企业的战略规划、审议企业的运营情况和财务报表、任免企业的高级管理人员、制定企业的内部管理制度等。

4.2 董事会的会议董事会每[会议频率]召开一次会议,由董事长或副董事长召集,并提前[提前通知期限]以书面形式通知所有董事。

董事会的会议决议应当符合[会议决策规则]。

4.3 董事会的选举和任期董事会的中方董事由中方股东选举产生,任期为[中方董事任期];董事会的外方董事由外方股东选举产生,任期为[外方董事任期]。

4.4 董事会的董事长和副董事长董事会选举产生一名董事长和一至两名副董事长。

董事长由董事会全体董事选举产生。

副董事长由董事长提名,董事会全体董事表决产生。

董事长和副董事长任期与董事相同。

5. 管理层5.1 总经理企业设有总经理一名,由董事会任命、解聘和监督,负责企业的日常管理工作和决策实施。

5.2 副总经理企业根据需要设立副总经理,由董事会任命、解聘和监督,协助总经理管理企业日常工作。

5.3 职工代表会企业成立职工代表会,由全体职工选举产生,代表职工的利益,参与各项企业重大决策。

6. 贡献中方股东在本企业中的出资总额为[中方出资总额],占总注册资本的[中方占股比例]%;外方股东在本企业中的出资总额为[外方出资总额],占总注册资本的[外方占股比例]%。

7. 税收和利润分配本企业在中华人民共和国境内取得的利润,按照中华人民共和国法律规定的税收政策执行;本企业利润分配按照中外合资企业投资协议相关规定执行。

8. 其他未尽事宜依据中华人民共和国法律、行政法规和有关规定执行。

外商独资企业章程中英文对照Articles精选of_Associatio

外商独资企业章程中英文对照Articles精选of_Associatio

ARTICLES 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 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》。

2.1The name of the Company in Chinese is and inEnglish is .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'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。

外商独资企业章程中英文版

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.。

外商独资企业章程(中英文对照)_Articles of Association

外商独资企业章程(中英文对照)_Articles of Association

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。

中外合资企业章程[中英文对照]

中外合资企业章程[中英文对照]

目录第一章总则第二章宗旨、经营范围第三章投资总额和注册资本第四章董事会第五章经营管理机构第六章财务会计第七章利润分配第八章职工第九章工会组织第十章期限、终止、清算第十一章规章制度第十二章适用法律第十三章附则Articles of Association for Chinese-Foreign Equity Joint VenturesINDEXChapter 1 General ProvisionChapter 2 Purpose and Scope and Scale of the BusinessChapter 3 Total Amount of Investment and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 Trade Union OrganizationChapter 10 Duration, Termination and Liquidation of the Joint Venture CompanyChapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则Chapter 1 General Provision第一条根据《中华人民共和国中外合资经营企业法》,以及中国×公司(以下简称甲方)与×国×××公司(以下简称乙方)的合资经营合同,特制订本合营公司章程。

Article 1In accordance with the “Law of the People’s Republic of China on Chinese-Foreign Joint Ventures” and the contract signed on in_________ , china ,by ×××Co. (hereinafter referred to as Party A) and ×××Co.,Ltd. (hereinafter referred to as Party B), to set up a joint venture ×× Limited Liability Company (hereinafter referred to as joint venture company), the Articles of Association hereby is formulated.第二条合营公司中文名称为:××有限公司英文名称为:缩写为:合营公司的法定地址为:Article 2The names of the joint venture company shall be ××Limited Liability CompanyIts abbreviation is:The Legal address of the joint venture company is at第三条甲、乙双方的名称、法定地址为:甲方:中国×公司,其法定地址为乙方:×国×××公司,其法定地址为Article 3The names and legal addresses of each party are as follows:Party A: × Co. ,China,and its legal address is:party B: ××× Co.,Ltd,and its legal address is:第四条合营公司的组织形式为有限责任公司。

2024年外商投资企业章程模板英文版

2024年外商投资企业章程模板英文版

2024年外商投资企业章程模板英文版2024 Foreign Investment Enterprise Articles of Association TemplateThis document outlines the regulations and guidelines for foreign investment enterprises in 2024. It includes provisions for governance structure, decision-making processes, and rights and responsibilities of shareholders.1. Name and LocationThe company shall be known as [Company Name] and its registered office shall be located at [Address].2. Purpose and Business ScopeThe company's main purpose is to engage in [describe business activities]. The business scope includes [list specific activities].3. Shareholders and SharesThe company shall have [number] shareholders. The shares shall be divided as follows:- [Shareholder 1 Name]: [Number] shares- [Shareholder 2 Name]: [Number] shares4. Board of DirectorsThe board of directors shall consist of [number] members. The board shall hold regular meetings to discuss and make decisions on company matters.5. OfficersThe company shall have a [Title] who shall be responsible for the day-to-day operations of the company. The officer shall report to the board of directors.6. Decision-MakingMajor decisions, such as changes to the company's business scope or capital structure, shall require approval from the majority of shareholders.7. Financial ReportingThe company shall prepare annual financial statements and report them to the shareholders. The financial statements shall be audited by an independent auditor.8. DividendsThe company may distribute dividends to shareholders based on the profits generated. The dividend distribution shall be approved by the board of directors.9. AmendmentsAny amendments to this Articles of Association shall require approval from the majority of shareholders.10. DissolutionIn the event of company dissolution, the assets shall be distributed to the shareholders based on their shareholding percentages.This template provides a basic framework for the governance and operation of a foreign investment enterprise in 2024. It is important tocustomize the articles of association to meet the specific needs and requirements of the company.。

独资章程英文版样本

独资章程英文版样本

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 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 _______ 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 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 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 ______________; the registered 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 rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 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 areport 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 thevice-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 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 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 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 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.。

外商投资企业章程范本(英文)

外商投资企业章程范本(英文)

外商投资企业章程范本(英文)外商投资企业章程范本(英文)下面是小编给大家整理收集的关于外商投资企业章程范本(英文),供大家阅读与参考。

外商投资企业章程范本(英文)CHAPTER 1 GENERAL PROVISIONSArticle 1In accordance with the Company Law of the People's Republic of China, Law of thePeople's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations,THE ABC LIMITED have decided to establish BEIJING ABC CO.LTD(hereinafter referred as “Company”), these Articles of Associatio n are hereby formulated by the Investor.Article 2Investor:ABC LIMITEDCertificate no.:Legal address:C.P.: 511430Article 3Name of the Company: BEIJING ABC CO.LTDLegal Address: _Article 4The Company shall be a limited liability company. The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 5The Company shall be a legal person under the laws of China. The activities of the Company shall be governed and protected by the relevant published laws, regulations, measures and rules of China and other applicable laws, and the interests of the Company and the Parties shall be protected by Chinese law. The Company is a self-financed and independent accounting economic entity and has the right to make its own decisions of the operation and management free from interference within the approved business scope.CHAPTER 2 PURPOSE, SCOPE OF BUSINESS, SCALE OF THE COMPANYArticle 6The purpose of the Company: With the nice wishes of strengthening economic cooperation and technological exchanges and the desire of the application of advanced technology and scientific management of the economy, the purpose of the company is to enhance economic efficiency, to make the shareholder be satisfied with the Company.Article 7The scope of business of the Company will be:(If any of the foregoing services concerns the management of quota permission,the products shall be subject to operation permit where applicable.)Article 8Scale of the Company: the Company will try to achieve an annual turnover of RMB .CHAPTER 3 INVESTMENT MANNER, TOTAL AMOUNT OF INVESTMEN AND TIMING OF THE CONTRIBUTIONArticle 9The total amount of investment of the Company shall be ,and the total amount of the registered capital of the Company shall be .All the registered capital shall be paid by the shareholder in cash (Foreign exchange rate between EUR and RMB is referred to the exchange rate announced the same day by the People's Bank of China).Timing of the registered capital contributions is as follow: The investor shall contribute its capital by installments. The first payment shall be percent ( %) of the registered capital and shall be paid within ( ) months from the date the business license issued. The remainder of the registered capital shall be contributed within two (2) years from the date the business license issued.Article 10In the event there are changes in the total amount of investment and the scale of the production of the Company the reduction of the registered capital is subject to the approval of the competent authority.CHAPTER 4 THE SHAREHOLDERArticle 11The company shall not have a shareholder meeting. Shareholder of the company is highest authority. The shareholder shall adopt the decisions in writing and keep them in the company after them being signed by the shareholder.Article 12The functions and powers of the shareholder shall include the following:(a) to decide on the business policy and investment plan of the company;(b) to elect and recall director and supervisor whose postsare not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of director and supervisor;(c) to examine and approve reports of executive director;(d) to examine and approve reports of the supervisor;(e) to examine and approve the annual financial budget plan and final accounts plan of the company;(f) to examine and approve plans for profit distribution of the company and plans for making up losses;(g) to adopt resolutions on the increase or reduction of the registered capital of the company;(h) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(i) to amend the articles of association of the company;Chapter 5 Executive DirectorArticle 13The company shall set up an executive director instead of a board of directors, who shall be appointed by shareholder. The term of office of the executive director shall be three (3) years, and he may serve consecutive terms when he is re-appointed by the shareholder.Article 14The executive director shall exercise the following functions and powers:(1) to be responsible to shareholder and to report its work to the shareholder;;(2) to implement the resolutions of the shareholder;(3) to decide on the business plans and investment plan of the company;(4) to formulate the annual financial budget plan and final accounts plan of the company;(5) to formulate plans for profit distribution and plans for making up losses of the company;(6) to formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) to formulate plans for the merger, division, transformation and dissolution of the company;(8) to decide on the establishment of the company's internal management organs;(9) to decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) to formulate the basic management system of the company.CHAPTER 6 SUPERVISORArticle 15The company shall set up one supervisor.The supervisor shall be appointed by the shareholder. Each term of the supervisor shall be 3 years. The supervisor may, after the expiry of their term of office, hold a consecutive term upon re-election.Article 16The supervisor of the Company may exercise the following powers:(a) to check the financial affairs of the company;(b) to supervise the duty-related acts of executive directorand senior managers, to put forward proposals on the removal of executive director or senior manager who violates any law, administrative regulation, the articles of association or any resolution of the shareholder;(c) to demand executive director or senior manager to make corrections if his act has injured the interests of the company;(d) to put forward proposals to the shareholder;(e) to initiate actions against executive director or senior managers in accordance with Article 152 of this Law.Article 17The supervisor may raise questions or suggestions about the matters to be decided by executive director.If the supervisor of the company finds that the company is running abnormally, he may make investigations. Where necessary, he may hire an accounting firm to help him with the relevant expenses being born by the company.Article 18The expenses necessary for the supervisor of the company to perform its duties shall be borne by the company.CHAPTER 7 MANAGEMENT OFFICE。

外资公司章程英文版

外资公司章程英文版

Wholly Foreign-Owned Enterprises Articles ofAssociationCHAPTER 1 GENERAL PROVISIONSArticle1Country (district) company (with country (district) company……)In accordance with the Company Law of the People's Republic of China, Law of the People's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations, with the principle of equality and mutual benefit, through amicable negotiations, consenting to set up the Wholly Foreign-Owned Enterprises in Beijing of the People's Republic of China.Article 2Investment parties forParty A: (Contents include name, the registered address, registered country names, legal representative, positions, nationality, etc.)Party B: (the same as above)Party C: [note: If there is Party C, Party D, and so on ,remark it like this.]If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: (Hereinafter referred to as the “company”)Registered Office Address:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company.The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company:Article8The projects which in the business scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: (includes currency ).Article10The registered capital: (includes currency ).Included: Party A subscribed capital contribution: (includescurrency) , %of the registered capital. The way of funding is .Party A subscribed capital contribution: (includes currency) , %of the registered capital. The way of funding is .(It is applied to the conditions which have the shortfall between aggregate investment and registered capital.)The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China.Article11The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% of its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does not reduce its registered capital. Article13(such as foreign investors joint venture)any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders' committee/shareholdersArticle14(If the company has two or more shareholders)The company set up the shareholders' committee by all the shareholders.The shareholders' committee is the company's organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.(If the company is only one shareholder)The company has not set up the shareholders' committee;Shareholder is the company's organ of power,when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the executive director;(4) To examine and approve reports of the supervisor;(5) To examine and approve the annual financial budget plan and final accounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolutions on the increase or reduction of the registered capital of the company;(8)To the issuance of corporate bonds(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) To amend the articles of association of the company.(11) Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.(The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.)Article16The shareholders meeting shall be convened at least times every year.The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17(If it sets up a board of directors)The shareholders' meeting convened by the board of directors, and presided over by the chairman.The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.(If it doesn’t set up a board of directors)The shareholders' meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders' meeting of the responsibility,convened and presidedover by the supervisors;the supervisors don’t convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders' committee shall write the minutes of the meeting by the decisions, the shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/executive directorArticle18(If it sets up a board of directors)The company shall establish the board of directors,by members (3-13 persons). Each term for three years, included one chairman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:(If it doesn’t set up a board of directors) The executive director produced by . The term expires, can be reappointed.Article19Board of directors/executive director shall be responsible to the shareholder, and exercise the following functions and powers:(1) To be responsible to shareholder and to report its work to the shareholder;;(2) To implement the resolutions of the shareholder;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) To formulate plans for the merger, division, transformation and dissolution of the company;(8) To decide on the establishment of the company's internal management organs;(9) To decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) To formulate the basic management system of the company.(11)Others:(The following terms suitable for establishing the board of directors)The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or more of the directors jointly held up a director to host.The procedure for the board of directors and voting procedures (Enterprise formulated according to law) .The board of directors shall write the minutes of the meeting by the decisions, the board of directors who attended the meeting would sign in the minutes of the meeting.CHAPTER 6 boards of supervisors/ supervisorsArticle20The company shall set up a board of supervisors (if shall set up a board of supervisors), in total members by . (More than 3 persons)Included shareholders: ; representatives . (The worker supervisors shall not be lower than the proportion of a third).Shareholders represent supervisors elect by the shareholders' meeting, or the shareholders appointed. The staff and workers' congress, worker’s congress or other forms finish the democratic election to produce the employee representatives.The board of supervisors shall have one chairman, and by more than half of all the supervisors election. The chairmen of the board of supervisors convene and preside over the meetings of the board of supervisors,the board of supervisors is unable to perform duties or does not perform his duties, the supervisor recommended by half or more common the supervisors shall convene and preside over the meetings of the board of supervisors.Supervisor’s period is three years. The term expires, can be reappointed.(If you don't choose to set up a board of supervisors)The company doesn’t set up the supervisors, produces supervisors, (1 or 2 persons) Elected by the shareholders' meeting.Supervisor’s period is three years. The term expires, can be reappointed.Article21The supervisor of the company shall exercise the following functions and powers:(1) To examine the financial affairs of the company;(2) to supervise the acts of the director and senior executives performing their functions, and to bring the proposal to dismiss those directors and senior executives violating the laws, administrative regulations, the articles of association of the company or the resolutions of the shareholder;(3) To demand directors and senior executives to make corrections if any of their acts is found to have damaged the interests of the company;(4)Propose to convene an interim shareholders' meeting, the board of directors fails to convene and preside over the shareholders' meeting duties convene and preside over the shareholders' meeting.(5)Put forward proposal to the shareholders' meeting(6)To bring a lawsuit against the directors or senior executives in accordance with the provisions of Article 152 of the company law of the people’s republic of China.(7) Others:Article 22Supervisors may attend the meetings of the board of directors and the board of directors to raise questions or Suggestions matters.(The following terms suitable for establishing the board of directors)The board of supervisors found the company operating condition is unusual, it can undertake survey; if it is necessary, they may hire an accounting firm to help their work, and the expenses to be borne by the company.Article23The board of supervisors shall held _ (at least once) the meeting.The supervisors may propose to convene temporary meetings of the board of supervisors.The resolution of the board of supervisors shall be subject to the more than half by supervisors.The board of supervisors shall write the minutes of the meeting by the decisions, the board of supervisors who attended the meeting would sign in the minutes of the meeting.Article24Supervisors perform their functions and powers of the necessary expenses shall be borne by the company.CHAPTER 7 Business Management OfficesArticle25Company management institutions and their functions and powers decided by the shareholders' meeting/shareholders/board/executive director.(The following terms suitable for establishing the manager)It is allowed to set up managers, the board of directors/executive director, who shall be hired or dismissed. The manager is accountable to the board of directors, perform the functions and powers.1. Presided over the company's production and operation management work, organize the implementation of the decision of the board of directors.2. Organize the implementation of the annual business plan and investment plan.3. Developing company internal management organization setup scheme.4. Developing company basic management system.5. Developing company specific regulations.6. Who shall be hired or dismissed the deputy manager, person in charge of finance.7. decided to hire or dismissed except the board of directors shall/executive director the responsible for management personnel.8. The board of directors/executive director and other functions and powers granted.CHAPTER 8 labor management and financial other systemArticle26The company follow the "Labor contract law of the People's Republic of China" and other relevant provisions of the laws and regulations,Deal with employees'employment, dismissal, resignation, wages and benefits, labor insurance, labor discipline and other matters.The company supports staff according to the labor law of the People's Republic of China ", "Chinese union articles of association" for setting up trade unions.Article27The company in accordance with the relevant laws and regulations to establish and execute finance, accounting, auditing, foreign exchange, statistics, insurance system.CHAPTER 9 Duration, Dissolution and LiquidationArticle28The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article29Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6 months prior to the expiry date of the operating period. The duration can be extended upon the approval of the examination and approval authority and completion of registration formalities in the original registration authority.Article30The company can decide to terminate the Company ahead of time due to the following reasons:1. Expiration of the operating period.2. Shareholders decided to do the dissolution.3.Merger or division of a company needs to dissolve4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests.5. The people's court in accordance with the company law of the provisions of article one hundred and eighty-three to dissolve it.6. Other reasons .Article31Upon the expiration or termination of the operating period of the Company, the company shall do the liquidation.CHAPTER 10 Supplementary ProvisionsArticle32Of this contract, its validity, dissolution, execution and settlement of the disputes shall apply to the law of the People's Republic of China.Article33These articles of association are written in Chinese.Article34The present Articles of Association will become valid only upon the approval of the examination and approval authority. The same applies to the amendment to these Articles of Association.Article35This Articles of Association is signed in .Article36The formation, validity, execution and interpretation of the present Articles of Association shall be governed by the relevant laws and regulations of the People's Republic of China. In case there is no applicable Chinese law for a specific issue, international practices shall be used as reference.The investor promised that to sign by the parties other business agreement and this article of association does not conflict, in conformity with PRC laws and regulations and the relevant provisions, and bear corresponding legal responsibility.Party A: (chop here) Party B: (chop here)Party C: ……Legal representative of the Company or its authorized representativeSignatureDate:(The company registration of changing in the articles of association or the record or modify, amends the articles of association still needs the company’s legalrepresentative’s signature with the company stamp.)。

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______________ 外商独资企业
、、八

年月
Chapter 1 Objectives
Article 1
In accordanee with Law of the People's Republic of China on Foreign-Capital
En terprises , Compa ny Law of the PRC and other releva nt Chin ese laws and
regulati 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 2
The 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 ality
The legal address of the Compa ny is at .
Tel:
Fax:
Article 3
The name of the Company in Chinese is
The 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 onal
Trade &Logistics Park , Xi ' an, China.
Article 4
Chairma n of the Board is the legal represe ntative , perform his or her duties
comply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.
Article 5
The 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. 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 Business
Article 6
The 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 7
The 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 Capital
Article 8
The 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 capital
can obta in from bank loa ns or shareholder loa ns.
Article 9
The proporti on for export of the Compa ny 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 Compa ny. Chapter 3 Total In vestme nt Amount and the Registered Capital
Article 10
The amount of total investment of the Companyis ; the registered capital is .
Article 11
The con tributi on methods of the Compa ny are ,
cash ;
kind equivale nt of .
Article 12
The 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。

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