国际有限责任公司成立合同(中英文对照)0001
设立公司协议书英文模板
This Agreement (the “Agreement”) is made and entered into as of [Insert Date], by and between the following parties (collectively referred to as the “Parties”):[Insert Full Name or Name of the First Party], of [Insert Address or Location], [Insert Country], (hereinafter referred to as “Party A”),[Insert Full Name or Name of the Second Party], of [Insert Address or Location], [Insert Country], (hereinafter referred to as “Party B”),[Continue listing all parties with their full names, addresses, and designations]WHEREAS, the Parties wish to establish a corporation (the “Corporation”) for the purpose of engaging in [Insert Specific Business Activities or Purposes], and to this end, they have agreed upon the following terms and conditions:1. Incorporation and Registration1.1 The Corporation shall be incorporated and registered as a [Insert Type of Corporation, e.g., LLC, Corporation, etc.] in [Insert Jurisdiction], under the laws of [Insert Jurisdiction].1.2 The Corporation shall have the legal capacity to engage in alllawful acts and activities as may be necessary for the conduct of its business.2. Shareholder Information2.1 The Parties shall be the initial shareholders of the Corporation, each holding [Insert Percentage of Shares for Each Party] of the issued and outstanding shares of the Corporation.2.2 The Parties agree to maintain the confidentiality of all information related to the ownership of the Corporation and shall not disclose such information to any third party without the prior written consent of the other Parties.3. Capital Contributions3.1 The Parties shall make the following capital contributions to the Corporation:a. Party A shall contribute [Insert Amount] in cash, [Insert Amount] in kind, and [Insert Description of Property or Services] as capital contributions.b. Party B shall contribute [Insert Amount] in cash, [Insert Amount] in kind, and [Insert Description of Property or Services] as capital contributions.[Continue listing capital contributions for all parties]3.2 All capital contributions shall be made within [Insert Time Frame] from the date of the execution of this Agreement.4. Management and Operation4.1 The Corporation shall be managed by a Board of Directors (the “Board”) composed of [Insert Number] di rectors, each appointed by the respective Parties in accordance with their shareholdings.4.2 The Board shall have the authority to make all decisions regarding the management and operation of the Corporation, including but not limited to, hiring and firing officers, entering into contracts, and making investments.4.3 The Board shall meet at least [Insert Frequency] times a year to discuss and vote on matters affecting the Corporation.5. Profit Distribution5.1 Profits of the Corporation shall be distributed to the shareholders in proportion to their shareholdings, unless otherwise agreed upon by the Board.5.2 The Board may, at its discretion, retain a portion of the profits for the Corporation’s operations and future growth.6. Dissolution6.1 In the event of the dissolution of the Corporation, the remaining assets after the payment of all debts and liabilities shall be distributed to the shareholders in proportion to their shareholdings.6.2 This Agreement may be terminated by any Party upon [Insert Notice Period] days’ written notice to the other Parties.7. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].8. Entire AgreementThis Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or negotiations, whether written or oral, relating to the subject matter hereof.IN WITNESS WHEREOF, the Parties have executed this Agreement as of。
国际有限责任公司成立合同
国际有限责任公司成立合同1. 引言本合同（下文简称“合同”）是由以下双方于（填写日期）签订的，即甲方（以下简称“公司”），身份证明号码为XXXXX，地址为XXXXX；乙方（以下简称“合伙人”），身份证明号码为XXXXX，地址为XXXXX。
双方同意按照以下条款和条件共同成立国际有限责任公司。
2. 公司名称和注册地2.1 公司名称：国际有限责任公司，以下简称“公司”。
2.2 公司注册地：填写注册地的详细地址。
3. 公司目的公司的目的是（填写公司的经营范围和目标）。
4. 合伙人责任4.1 合伙人应按照公司章程的规定，一同共同承担公司债务和义务。
合伙人的责任和义务与其在公司中所具有的出资比例相对应。
4.2 合伙人不得转让其在公司中的权益，除非得到其他合伙人的书面同意。
4.3 合伙人应保证其提供给公司的任何信息和文件真实、准确和完整。
5. 公司章程5.1 公司章程是公司组织和运作的基本法律文件。
合伙人同意接受公司章程的约束，并同意公司章程的任何修改。
5.2 公司章程应包括但不限于以下内容： - 公司名称和注册地； - 公司目的和经营范围； - 合伙人的权益和义务； - 公司的组织结构和管理方式； - 公司财务管理和利润分配方式； - 合伙人的退出和终止合伙的条件和程序。
6. 出资6.1 各合伙人应根据协商一致的原则，在成立公司之日起（填写日期）前向公司出资。
6.2 合伙人的出资应以货币、资产或其他形式进行，具体方式由双方约定。
6.3 合伙人出资后，其在公司中的权益将与其所出资金额的比例相对应。
6.4 若合伙人需增加或减少其在公司中的出资，则应经过其他合伙人的书面同意，并按照公司章程的规定进行。
7. 公司管理和利润分配7.1 公司的管理由合伙人共同决策，采取多数原则。
7.2 公司的利润和损失应按照合伙人出资比例进行分配。
7.3 公司的财务报表和相关文件将由指定的财务人员负责编制和保存，供合伙人查阅。
8. 合伙人退出和终止合伙8.1 合伙人可以根据公司章程的规定，随时提出退出公司的申请。
设立公司协议书英文模板
设立公司协议书英文模板Company Establishment AgreementThis Company Establishment Agreement (the "Agreement") is made and entered into on [Date], by and between [Company Name], a legal entity organized and existing under the laws of [Jurisdiction] with its registered office at [Address] (hereinafter referred to as the "Company"), and the undersigned shareholders (collectively referred to as the "Parties").1. PurposeThe purpose of this Agreement is to set forth the terms and conditions for the establishment of the Company and the rights and obligations of the Parties involved.2. Formation of the Company2.1 ShareholdersThe Parties agree to establish a joint venture company, named [Company Name], to be incorporated under the laws of [Jurisdiction].2.2 Share CapitalThe initial share capital of the Company shall be [Amount] [Currency], divided into [Number] shares, with a par value of [Value] [Currency] each. The shareholders shall subscribe to and pay for the shares in accordance with the agreed contribution schedule.2.3 Articles of IncorporationThe Parties shall prepare and execute the Articles of Incorporation, which shall detail the organizational and operational structure of the Company, including but not limited to the company name, registered office, business scope, share capital, and governance structure.3. Shareholder Rights and Obligations3.1 Voting RightsEach shareholder shall be entitled to one vote per share held in the Company.3.2 Shareholder MeetingsShareholder meetings shall be held as deemed necessary by the Board of Directors or upon request of any shareholder. Notice of the meeting shall be provided to all shareholders within a reasonable period prior to the meeting date.3.3 Share TransfersShareholders may transfer their shares subject to the terms and conditions specified in the Articles of Incorporation and relevant laws and regulations. Any proposed share transfer shall be first offered to the existing shareholders before being offered to third parties.4. Board of Directors4.1 CompositionThe Board of Directors shall consist of [Number] directors, appointed by the shareholders. Each shareholder shall have the right to appoint a certain number of directors based on their shareholding percentage.4.2 Powers and ResponsibilitiesThe Board of Directors shall be responsible for the management and administration of the Company's affairs, including but not limited to strategic decision-making, appointment of officers, and financial oversight.5. Financial Matters5.1 Financial YearThe financial year of the Company shall be from [Date] to [Date], in accordance with the laws of [Jurisdiction].5.2 AuditingThe financial statements of the Company shall be audited annually by an independent auditor appointed by the shareholders.6. Confidentiality and Non-CompetitionThe Parties agree to maintain the confidentiality of any information related to the Company's business operations and shall not engage in any activities that compete with the Company's business during the term of this Agreement and for a specified period thereafter.7. Term and TerminationThis Agreement shall remain in effect until terminated by mutual agreement or in accordance with the provisions specified in the Articles of Incorporation.8. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations. If the disputes cannot be settled amicably, they shall be submitted to the jurisdiction of the courts of [Jurisdiction].9. Miscellaneous9.1 Entire AgreementThis Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements, written or oral, relating to the establishment of the Company.9.2 AmendmentsAny amendments or modifications to this Agreement shall be made in writing and duly executed by the Parties.9.3 SeverabilityIf any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the Parties hereto have executed this Company Establishment Agreement as of the date first above written.[Company Name][Company Seal/Signature]Shareholder 1: ___________________Signature: ______________________ Shareholder 2: ___________________ Signature: ______________________ Shareholder 3: ___________________ Signature: ______________________ And so on, for each individual shareholder.。
国际有限责任公司成立合同(中英文对照) (2)
国际有限责任公司成立合同（中英文对照）International Limited Liability Company Establishment Contract (Chinese-English Comparison)成立合同Contract for Establishment甲方(公司名称)：Party A (Company Name):地址：Address:法定代表人：Legal representative:注册资金：Registered capital:营业执照号码：Business license number:统一社会信用代码：Unified social credit code: 联系电话：Contact number:传真：Fax:电子邮箱：Email:乙方：Party B:地址：Address:法定代表人：Legal representative:身份证号码/护照号码：ID card/passport number: 国籍：Nationality:联系电话：Contact number:传真：Fax:电子邮箱：Email:为此，双方达成如下协议：Therefore, the two parties have reached the following agreement:第一条有限责任公司的成立Article 1 Establishment of Limited Liability Company1.1 甲方（中方）与乙方（外方）共同出资设立国际有限责任公司。
Party A (Chinese party) and Party B (foreign party) jointly invest in establishing an international limited liability company.1.2 公司的中文名称为[ ]，英文名称为[ ]。
The Chinese name of the company is [ ], and the English name is [ ].1.3 公司注册地为[ ]。
设立公司协议书英文版
设立公司协议书英文版Incorporation AgreementThis Incorporation Agreement (the "Agreement") is made and entered into as of [Insert Date], by and between [Insert Name of Party 1], with a registered address at [Insert Address of Party 1] ("Party A"), and [Insert Name of Party 2], with a registered address at [Insert Address of Party 2] ("Party B").1. Purpose of IncorporationThe parties hereto agree to incorporate a new company underthe laws of [Insert Jurisdiction], with the name [Insert Company Name] (the "Company"), for the purpose of engaging in the business of [Insert Business Activities].2. Share CapitalThe initial share capital of the Company shall be [Insert Amount] divided into [Insert Number of Shares] shares, each with a par value of [Insert Par Value], fully paid up by the parties as follows:- Party A shall subscribe for and pay for [Insert Number of Shares] shares, amounting to [Insert Amount].- Party B shall subscribe for and pay for [Insert Number of Shares] shares, amounting to [Insert Amount].3. Articles of AssociationThe parties agree that the Company shall be governed by the Articles of Association (the "Articles"), which shall be duly executed and filed with the relevant authorities in [Insert Jurisdiction] upon incorporation.4. Board of DirectorsThe initial Board of Directors of the Company shall consist of [Insert Number] members, appointed as follows:- Party A shall appoint [Insert Number] members.- Party B shall appoint [Insert Number] members.5. ManagementThe day-to-day management of the Company shall be vested in the Board of Directors, who shall have the power to appoint and remove officers and employees as necessary.6. Financial ContributionsEach party shall contribute to the capital of the Company as set forth in Section 2 above. Additional contributions may be required from time to time, subject to the Articles and the decisions of the Board of Directors.7. Obligations and LiabilitiesEach party shall be responsible for its own obligations andliabilities arising from its actions as a shareholder of the Company. The Company shall be a separate legal entity, and the liability of the parties shall be limited to their respective contributions to the capital of the Company.8. DissolutionThe Company may be dissolved in accordance with the provisions of the Articles and the laws of [Insert Jurisdiction].9. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].10. Dispute ResolutionAny disputes arising out of or in connection with this Agreement shall be resolved by arbitration in [Insert Jurisdiction] in accordance with the rules of [Insert Arbitration Institution].11. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.12. AmendmentsThis Agreement may be amended only by written instrument executed by both parties.13. ExecutionIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Insert Name of Party 1][Title][Insert Address of Party 1][Date][Insert Name of Party 2][Title][Insert Address of Party 2][Date]。
纯英文版中外名企合作成立合资项目公司协议书-经典示范版
（纯英文版）中外名企合作成立合资项目公司协议书Chinese-Foreign Cooperative Joint VenturesChapter 1General ProvisionsIn accordance with the Law of the People's Republic of China on Chinese- Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, XXX__Company and __XXX__Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in __XXX__ the People's Republic of China.Chapter 2Parties of the Cooperative VentureArticle 1Parties to this contract are as follows:Party A :XXXX Company (hereinafter referred to as Party A), registered with __XXX __in China, and its legal address is at XXX __(street)__ XXX(district)__XXX ___(city)___ XXX ___China.Legal representative: XXX Name: XXXPosition: XXX Nationality: XXXPartyB:YYYY ________________ Company (hereinafter referred to as Party B), registeredwith__ XXX __. Its legal address at XXX.Legal representative: YYYY Name: YYYYPosition: YYYY Nationality: YYYY(Note: In case there are more than two investors, they will be calledParty C, D... in proper order).Chapter 3 Establishment of the Cooperative Venture CompanyArticle 2In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up __ZZZ Cooperative venture limited liability company(hereinafter referred to as the Cooperative venture company).Article 3The name of the Cooperative venture company is ZZZ __ Limited Liability Company. The name in foreign language is _HHH_. The legal address of the joint venture company is at __SSS__street__SSS__(city)__SSS province.Article 4All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.Article 5The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.Chapter 4 The Purpose, Scope and Scale of Production and Business Article 6 The goals of the parties to the Cooperative venture are to enhance economic cooperation technical exchanges, to improvethe product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each Cooperator. (Note: This article shall be written according to the specific situations in the contract).Article 7The productive and business scope of the Cooperative venture company is to produce __MMM__products; provide maintenance service after the sale of the products; study and develop new products. (Note: It shall be written in the contract according to the specific conditions).Article 8The production scale of the Cooperative venture company is as follows:1.The production capacity after the Cooperative venture is put into operation is _NNN_.2.The production scale may be increased up to_ _NNN__ with the development of the production and operation. The product varieties maybe developed into _NNN.(Note: It shall be written according to the specific situation).Chapter 5 Total Amount of Investment and the Registered Capital Article 9 The total amount of investment of the Cooperative venture company is RMB XXX(or a foreign currency agreed upon by both parties).Article 10The registered capital of the joint venture company is RMB __XXX__. (Exclusive of the right to the use of the site or the right to the exploitation of the natural resources and premises contributed by Party A.)Article 11Party A and Party B will contribute the following to the cooperative venture:Party A: premises__XXX__m2 ;the right to the use of the site__XXX__m2Party B: cash _____________ X XX Yuan; machines and equipment XXX Yuan;industrialproperty __XXX ____________ Yuan ;others __XXX ________________ Yuan, __XXX ____________ Yuan in all. (Note: When contributing industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).Article 12The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within __ XXX __days after the approval of the contract.The cash contributed by Party B shall be paid in__ XXX __ installment.Each installment shall be as follows: (Note: it shall be written according to the concrete conditions).Article 13The machines and equipment contributed by Party B as investment shall meet the needs of the cooperative venture company, and shall be carried to the Chinese port_ XXX __ days before the completion of the premises construction.Chapter 6 Responsibilities of Each Party to the Joint VentureArticle 14Party A and Party B shall be respectively responsible for the following matters:Responsibilities of Party A:Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge of China;Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the designand construction of the premises and other engineering facilities of the cooperative venture company;Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;Assisting the cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;Assisting the cooperative venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed;Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;Responsible for handling other matters entrusted by the cooperative venture company.Responsibilities of Party B:Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port;Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside China, etc.;Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting;Training the technical personnel and workers of the cooperative venture company;In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture company in the light of design capacity within the specified period;Responsible for other matters entrusted by the joint venture company. (note: It shall be written according to the specific situation).Chapter 7Distribution of Profits and Repayment for Party B's Investment Article 15 The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax _XXX_% as allocations for reserve funds,expansion funds,welfare funds and bonuses for staff and workers of the cooperative venture company__XXX__% as repayment for Party B's investment and XXX Years scheduled to pay back all Party B's Investment; __ _XXX% of theleft distributed to Party A and ________________ XXX% to Party B.Chapter 8Selling of ProductsArticle 16The products of cooperative venture company will be sold both on the Chinese and the overseas market, the export portion accounts for __ XXX __%, __ XXX __% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical operations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).Article 17Products may be sold on overseas markets through the following channels: The cooperative venture company may directly sell its products on the international market, accounting for __ XXX __%.The cooperative venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for __ XXX __%.The cooperative venture company may entrust Party B to sell its products, accounting for _ XXX _%.Article 18The cooperative venture's products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture company directly.Article 19In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.Chapter 9 The Board of DirectorsArticle 20The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.Article 21The board of directors is composed of _ XXX _directors, of which _ XXX _shall be appointed by Party A, _ XXX _by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairmans four years, their term of office may be renewed if continuously appointed by the relevant party. Article 22The highest authority of the cooperative venture company shall be its board of directors. It shall decide all major issuesconcerning the cooperative venture company.Unanimous approval shall be required for any decisions concerning major issues. As forother matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).Article 23The chairman of the board is the legal representative of the cooperative venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman or any other directors to represent the joint venture company temporarily.Article 24The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.Article 25The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed.Chapter 10 Business Management OfficeArticle 26The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party __X, X_deputy general managers, _X__by Party __X; X__by Party X . The general manager and deputy general managers whose terms of office is __ XXX years shall be appointed by the board ofdirectors.Article 27The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company. The deputy general managers shall assist the general manager in his work. Article 28The general manager shall report to the board of directors the operation conditions of the cooperative company everythree months, and make a financial report every six months.Article 29In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.Chapter 11 Labor ManagementArticle 30Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.Article 31The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.Chapter 12 Taxes, Finance and AuditArticle 32The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.Article 33Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.Article 34The fiscal year of the joint venture company shall be from January 1 to December 31, All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent).Article 35Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.Article 36In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.Chapter 13 Duration of the Cooperative VentureArticle 37The duration of the cooperative venture company is_XXX_years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued. An application for the extension of the duration, proposed by one party and unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.Chapter 14The Disposal of Assets after the Expiration of the Duration Article 38Upon the expiration of the duration, the assets shall belong to Party A.Chapter 15InsuranceArticle 39Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People's R印ublic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.Chapter 16 The Amendment, Alteration and Termination of the Con- tract Article 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.Article 41In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.Chapter 17 Liability for Breach of ContractArticle 42Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company.Article 43Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party inbreach shall pay to the other party _ XXX __Yuan, or _ XXX _% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after _ XXX __months, __ XXX __Yuan, o r _ XXX __% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.Article 44Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.Article 45In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract within days after the contract comes into force.Chapter 18 Force MajeureArticle 46Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contractor whether to delay the execution of the contract according to the effects of the events on the performance of the contract.Chapter 19 Applicable LawArticle 47The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's R印ublic of China.Chapter 20 Settlement of DisputesArticle 48Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Article 49During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.Chapter 21 LanguageArticle 50The contract shall be written in Chinese and in.Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.Chapter 22 Effectiveness of the Contract and MiscellaneousArticle 51The appendices drawn up in accordance with the principles of this contract areintegral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc. Article 52The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People's R 印ublic of China (or its entrusted examination and approval authority). Article 53Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the Written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.Article 54The contract is signed in XXX , China by the authorized representatives of both parties on X, 19 20XX.For Party B (Signature)Guangzhou,Guangdong,China For Party A(Signature)。
海外注册公司合同模板
海外注册公司合同模板这是小编精心编写的合同文档，其中清晰明确的阐述了合同的各项重要内容与条款，请基于您自己的需求，在此基础上再修改以得到最终合同版本，谢谢！海外注册公司合同模板甲方：乙方：鉴于甲方拟在海外注册公司，乙方愿意为甲方提供相关服务，双方本着平等互利的原则，经友好协商，达成如下协议：一、服务内容1.1 乙方负责为甲方提供海外注册公司的全程服务，包括但不限于公司名称预先核准、公司章程起草、提交注册申请、领取营业执照、开设银行账户等。
1.2 乙方应协助甲方完成公司注册所需的各项法律文件，并确保甲方符合海外注册地的法律法规要求。
二、服务费用2.1 乙方向甲方提供的海外注册公司服务费用为人民币【】元整（大写：【】元整），其中包括注册费、政府费用、代理费等。
2.2 甲方应在签署本合同之日起【】个工作日内向乙方支付服务费用。
三、保密条款3.1 双方在合同履行过程中所获悉的对方商业秘密、技术秘密、市场信息等，应予以严格保密。
3.2 保密期限自本合同签订之日起算，至合同终止或履行完毕之日止。
四、违约责任4.1 任何一方违反本合同的约定，导致合同无法履行或造成对方损失的，应承担违约责任，向对方支付违约金，并赔偿损失。
4.2 若乙方未按约定时间完成注册手续，甲方有权解除本合同，并要求乙方退还已支付的服务费用。
五、争议解决5.1 双方在履行本合同过程中发生的争议，应首先通过友好协商解决；协商不成的，可以向有管辖权的人民法院提起诉讼。
六、其他条款6.1 本合同自双方签字（或盖章）之日起生效，有效期为【】年。
6.2 除非双方另有约定，本合同一式两份，甲乙双方各执一份。
甲方（盖章）：乙方（盖章）：签订日期：【年】年【月】月【日】日这是小编精心编写的合同文档，其中清晰明确的阐述了合同的各项重要内容与条款，请基于您自己的需求，在此基础上再修改以得到最终合同版本，谢谢！。
外资有限公司设立登记范文英文版
外资有限公司设立登记范文英文版Establishment Registration of Foreign-funded Limited Liability CompanyIn accordance with the relevant laws and regulations of the People's Republic of China, a foreign-funded limited liability company (LLC) is required to be registered with the competent authority before it can legally operate within the territory of China. The following is a standard registration application for the establishment of a foreign-funded LLC:1. Application for Name Pre-approvalThe first step in the registration process is to apply for name pre-approval from the local Administration for Industry and Commerce (AIC). The proposed name of the foreign-funded LLC must comply with China's Company Name Regulations and should not be similar to any existing company name.2. Preparation of Required DocumentsOnce the name pre-approval is granted, the applicant must prepare the following documents for registration:- Articles of Association: This document outlines the company's internal management structure, decision-making process, and rights and obligations of shareholders.- Feasibility Study Report: This report provides an analysis of the feasibility and viability of the proposed business operation.- Legal Representative Appointment Letter: This letter appoints an individual to act as the legal representative of the company.- Shareholder Agreement: This agreement specifies the rights and responsibilities of each shareholder.- Proof of Investment: This document proves the capital contribution of each shareholder.- Lease Agreement: This agreement confirms the company's registered address.3. Submission of Registration DocumentsThe completed registration documents must be submitted to the AIC for review and approval. The AIC will verify the authenticity and accuracy of the documents before granting the registration.4. Capital InjectionUpon approval of the registration, the shareholders must inject the registered capital into the company's bank account. The capital injection must be completed within the specified time frame.5. Tax RegistrationAfter the capital injection is completed, the company must register with the local tax authority to obtain a tax registration certificate.6. Business License IssuanceOnce all the necessary registrations are completed, the AIC will issue a business license to the foreign-funded LLC. The business license is the legal basis for the company to conduct business activities within China.It is important to note that the registration process may vary depending on the location of the LLC and the specific industry in which it operates. It is advisable for applicants to seek professional legal advice to ensure compliance with the relevant regulations and laws.In conclusion, the establishment registration of aforeign-funded limited liability company in China is a complex process that requires careful preparation and attention to detail.By following the steps outlined above and seeking professional guidance, foreign investors can successfully register their LLC and begin operations in China.。
国际大公司英文合同模板
Contract Template for International CorporationThis Contract (the "Agreement") is made and entered into as of [Insert Date], by and between [Insert Company Name] ("Company"), a [ Insert Company Incorporation Type] incorporated in [Insert Company Incorporation Country] with a registered address at [Insert Company Address], and [Insert Counterparty Name] ("Counterparty"), a [ Insert Counterparty Incorporation Type] incorporated in [Insert Counterparty Incorporation Country] with a registered address at [Insert Counterparty Address].1. RecitalsWHEREAS, the Company is engaged in the business of [Insert Company Business Description];WHEREAS, the Counterparty is engaged in the business of [Insert Counterparty Business Description];WHEREAS, the Company and the Counterparty wish to enter into this Agreement to set forth the terms and conditions of their mutual obligations and rights with respect to the [Insert Subject Matter of the Agreement, e.g., "sale and purchase of goods," "providing services," etc.];NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:2. DefinitionsFor purposes of this Agreement, the following terms shall have the meanings ascribed to them below, unless the context otherwise requires:"Affiliate" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with, a party;"Confidential Information" means any information disclosed by one party to the other party that is identified as confidential or that a reasonable person would understand to be confidential;"Force Majeure" means any event or circumstance beyond the reasonable control of a party, including acts of God, labor disputes, and government actions;"Term" means the period of time commencing on the Effective Date and ending on the expiration of the Agreement;"Effective Date" means the date this Agreement is executed by both parties.3. Terms of the Agreement3.1 Provision of Goods/ServicesThe Company agrees to provide the goods/services (the "Products") to the Counterparty in accordance with the terms and conditions set forth in this Agreement. The specific description, quantity, and price of the Products are set forth in Exhibit A attached hereto.3.2 DeliveryThe Company shall deliver the Products to the Counterparty's designated location (the "Delivery Point") on or before the delivery date specified in Exhibit A. The Company shall be responsible for all shipping and handling costs.3.3 Payment TermsThe Counterparty agrees to pay the Company for the Products in accordance with the payment terms set forth in Exhibit A. Payment shall be made by wire transfer, check, or such other method as the parties may agree upon.3.4 WarrantiesThe Company warrants that the Products conform to the specifications set forth in Exhibit A and are free from defects in materials andworkmanship. The Company's sole obligation under this warranty shall be to replace or repair any defective Products, at the Company's sole discretion, within a reasonable period after receipt of written notice from the Counterparty.3.5 Intellectual PropertyThe Company shall retain all right, title, and interest in and to any intellectual property associated with the Products. The Counterparty shall not use, copy, or distribute any of the Company's intellectual property without the Company's prior written consent.3.6 ConfidentialityEach party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for the purpose of performing its obligations under this Agreement. The confidentiality obligations shall survive the expiration or termination of this Agreement.3.7 Force MajeureNeither party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to a Force Majeure event, provided that the affected party promptly notifies the other party of the existence and nature of the Force Majeure event and takes reasonable steps to mitigate the effects of the Force Majeure event.3.8 Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Insert Governing Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the [Insert Arbitration Institution], and the decision of the arbitrator(s) shall be final and binding upon the parties.4. Miscellaneous4.1 Entire AgreementThis Agreement constitutes the entire agreement between the parties with。
国际有限责任公司成立合同(中英文对照)
国际有限责任公司成立合同（中英文对照）INTERNATIONAL LIMITED LIABILITY COMPANY INCORPORATION AGREEMENT国际有限责任公司成立合同This Agreement, made and entered into on the ___ day of ____, 20__, by and between (Company Name), a limited liability company organized under the laws of the State of ___ (hereinafter “the Company”), and (Member Name), a natural person residing in ___ (hereinafter “the Member”).本协议于____年____月____日由____（公司名称），一家根据___法律组建的有限责任公司（下文称“公司”），以及居住在___的____（下文称“成员”）订立。
Article I - Name and Formation第一条名称和组建1.1 Name. The name of the Company is (Company Name).1.1 公司名称。
公司名称为（公司名称）。
1.2 Formation. The Company was formed on the date of the filing of its Articles of Organization with the Secretary of State of the State of ___.1.2 组建。
公司于向___州州务卿处提交其组织章程的日期组建。
Article II - Purpose第二条目的2.1 Purpose. The purpose of the Company is to engage in any lawful activity for which a limited liability company may be organized under the laws of the State of ___, and to engage in any lawful activity in any foreign country or territory.2.1 目的。
设立公司协议书英文模板
设立公司协议书英文模板Company Establishment AgreementThis Agreement ("Agreement") is made and entered into as of [Insert Date], by and between [Insert Company Name], a[Insert Jurisdiction of Incorporation] corporation, with its principal place of business at [Insert Company Address] ("Company"), and [Insert Founder/s' Names], an individual(s) with address(es) at [Insert Founder/s' Address] ("Founder/s").WHEREAS, the Founder/s desire to establish the Company forthe purpose of [Insert Purpose of the Company], and to setforth the terms and conditions of the establishment of the Company.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:1. Formation of the Company:The Founder/s hereby agree to form the Company as a [Insert Type of Corporation, e.g., "C-Corporation"] under the laws of [Insert Jurisdiction].2. Purpose:The purpose of the Company is to engage in the business of [Insert Detailed Business Purpose].3. Authorized Shares:The Company shall have an authorized capital consisting of [Insert Number] shares of common stock, $[Insert Par Value] par value per share.4. Initial Capital Contribution:The Founder/s shall contribute the initial capital to the Company in the form of cash, property, or services, valued at [Insert Total Initial Capital Contribution], to be paid as follows: [Insert Details of Payment].5. Issuance of Shares:Upon the initial capital contribution, the Founder/s shall be issued [Insert Number] shares of common stock in the Company.6. Board of Directors:The Company shall have a board of directors consisting of [Insert Number] members. The Founder/s shall initially appoint [Insert Number] members to the board.7. Officers:The officers of the Company shall include a President, Vice President, Secretary, and Treasurer, who shall be appointed by the board of directors.8. Fiscal Year:The fiscal year of the Company shall be the calendar year.9. Books and Records:The Company shall keep accurate and complete books andrecords of account at its principal place of business.10. Amendments:This Agreement may be amended only by written instrument executed by all parties hereto.11. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of the [Insert Jurisdiction].12. Entire Agreement:This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.13. Binding Effect:This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Insert Company Name] [Insert Founder/s' Names]By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_Witness:By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_。
海外注册公司合同范本
海外注册公司合同范本《海外注册公司服务合同》甲方（委托方）：____________________法定代表人：____________________地址：____________________联系方式：____________________乙方（受托方）：____________________法定代表人：____________________地址：____________________联系方式：____________________一、服务内容1. 乙方将按照甲方的要求和指定的国家或地区，协助甲方完成公司注册的相关手续。
2. 服务范围包括但不限于：公司名称核准、准备注册文件、向当地政府部门提交申请、获取营业执照等。
二、甲方的权利和义务1. 甲方有权要求乙方按照本合同的约定提供服务，并对服务过程进行监督。
2. 甲方应向乙方提供真实、准确、完整的注册所需信息和文件。
3. 甲方应按照本合同的约定及时支付服务费用。
三、乙方的权利和义务1. 乙方有权要求甲方提供注册所需的信息和文件，并对其真实性、准确性和完整性进行审核。
2. 乙方应按照当地法律法规和相关规定，为甲方提供专业、高效的注册服务。
3. 乙方应保守甲方的商业秘密和个人隐私，不得向第三方泄露。
四、服务费用及支付方式1. 服务费用总计为人民币______元（大写______元整）。
2. 甲方应在本合同签订后的______个工作日内，向乙方支付服务费用的______%作为预付款，即人民币______元（大写______元整）。
3. 在公司注册完成并取得营业执照后的______个工作日内，甲方应向乙方支付剩余的服务费用。
五、违约责任1. 若甲方未按照本合同的约定提供信息和文件，导致注册工作延误或，乙方不承担责任，且甲方已支付的预付款不予退还。
2. 若乙方未按照本合同的约定提供服务，导致甲方公司注册，乙方应退还甲方已支付的全部服务费用，并承担由此给甲方造成的损失。
国际有限责任公司成立合同(中英文对照)
国际有限责任公司成立合同（中英文对照）第一章总则CHAPTER ONE GENERAL PROVISIONS中国_________公司和_________国_________公司，根据《中华人民共和国中外合资经营企业法》和中国的其他有关法规，同意在中华人民共和国_________省_________市共同投资举办合资经营企业，特订立本合同。
This contract is made by and between（name of the Chinese company）and（name of the foreign company)，who agree to jointly set up and run a JOINT VENTURE in_________city，_________Province in China under the Act of Sino-Foreign Joint Ventures of the People’s Republic of China and other Chinese laws and regulations concerned．第二章合营各方CHAVI’ER TWO PARTNERS OF THE JOINT VENTURE第一条本合同的各方中国_________公司（以下简称甲方），在中国_________地登记注册，其法定地址在中国___省____市___区____街_____号；法定代表：姓名_________职务_________国籍_______________国_____公司（以下简称乙方），在国地登记注册，其法定地址在_____。
法定代表：姓名____ 职务_____国籍______11. Parties to the ContractName of the Chinese Company，（ herein called Party A），Registered in（name of place），Address for service of process：_________Street，_________District，_________City，Province，China；Legal Representative：Name_________，Post _________ ，Nationality_________.Name of the foreign Company，（herein called Party B），Registered in（name of place），Address for service of process：_________ ；Legal Representative: Name _________，Post _________ ，Nationality _________.第三章成立合资经营公司CHAPTER THREE ESTABLISHMENT OF THE JOINT VENTURE第二条甲、乙方根据《中华人民共和国中外合资经营企业法》和中国的其他有关法规，同意在中国境内建立合资经营_________有限责任公司（以下简称合营公司）。
国际有限责任公司成立合同(中英文对照)
国际有限责任公司成立合同（中英文对照）International Limited Liability Company Formation Contract (Chinese-English Comparison)合同编号：[×××××××××]Contract No.: [×××××××××]甲方（公司名称）：______________，法定代表人：______________，注册地址：______________，电话：______________，传真：______________。
Party A (Company Name): ______________, Legal Representative: ______________, Registered Address:______________, Telephone: ______________, Fax:______________.乙方（公司名称）：______________，法定代表人：______________，注册地址：______________，电话：______________，传真：______________。
Party B (Company Name): ______________, Legal Representative: ______________, Registered Address:______________, Telephone: ______________, Fax:______________.鉴于双方均有意成立一家依法享有法律地位的国际有限责任公司，经双方友好协商，签订本合同，共同遵守适用中国及国际相关法律法规并独立承担各自义务和责任。
国际有限责任公司成立合同(中英文对照)
国际有限责任公司成立合同（中英文对照）甲方：乙方：签订地点：签订时间：合同编号：国际有限责任公司成立合同（中英文对比）第一章总则CHAPTER ONE GENERAL PROVISIONS中国_________公司和_________国_________公司，按照《中华人民共和国中外合资经营企业法》和中国的其他有关规矩，同意在中华人民共和国_________省_________市共同投资举办合资经营企业，特订立本合同。
This contract is made by and between（name of the Chinese company）and（name of the foreign company)，who agree to jointly set up and run a JOINT VENTURE in_________city，_________Province in China under the Act of Sino-Foreign Joint Ventures of the People’s Republic of China and other Chinese laws and regulations concerned．其次章合营各方CHAVI”ER TWO PARTNERS OF THE JOINT VENTURE第一条本合同的各方中国_________公司（以下简称甲方），在中国_________地记下注册，其法定地址在中国___省____市___区____街_____号；法定代表：姓名_________职务_________国籍_______________国_____公司（以下简称乙方），在国地记下注册，其法定地址在_____。
法定代表：姓名____ 职务_____国籍______1. Parties to the ContractName of the Chinese Company，（herein called Party A），Registeredin（name of place），Address for service of process：_________Street，_________District，_________City，Province，China；Legal Representative：Name_________，Post _________ ，Nationality_________.Name of the foreign Company，（herein called Party B），Registered in（name of place），Address for service of process：_________ ；Legal Representative: Name _________，Post _________ ，Nationality _________.第三章成立合资经营公司CHAPTER THREE ESTABLISHMENT OF THE JOINT VENTURE其次条甲、乙方按照《中华人民共和国中外合资经营企业法》和中国的其他有关规矩，同意在中国境内建立合资经营_________有限责任公司（以下简称合营公司）。
设立公司合同范本
设立公司合同范本英文回答：Establishment of a Company Contract TemplateHey there! When it es to setting up a pany contract template, there are several crucial elements to consider. Let me walk you through it.First and foremost, the name and purpose of the pany should be clearly stated. For instance, if it's a tech startup ming to develop innovative software, that should be spelled out precisely. This helps everyone involved understand the core focus and direction of the business.Then, the ownership structure is of paramount importance. Say there are multiple founders, you need to detl the percentage of ownership each one holds, as well as any conditions related to it. For example, if one founder contributes more capital upfront, they might have a higher ownership stake initially, but it could be subject to adjustment based on future contributions or performance.The rights and responsibilities of the shareholders also need to be ld out. This includes things like voting rights, the right to receive dividends, and the obligation to contribute additional capital if needed. Let's imagine a situation where the pany needs to expand and requires additional funds. The contract should specify how the shareholders will be approached for this and what their responsibilities are in such a scenario.The management structure is another key aspect. Who will be the directors, what are their powers and duties? Maybe one director is responsible for marketing, while another takes care of operations. This should be clearly defined to avoid any confusion or power struggles down the line.Provisions related to profit distribution are also essential. How will the profits be shared among the shareholders? Will it be based on ownership percentage, or are there other factors at play? For instance, if some shareholders have provided valuable expertise or resources, they might be end to a larger share of the profits.Intellectual property rights should not be overlooked either. If the pany develops any unique technologies or trademarks, the ownership and usage rightsneed to be clearly stated. Suppose the pany es up with a revolutionary patent, it's crucial to determine who has the rights to exploit it and under what conditions.Finally, there should be clauses dealing with dispute resolution. In case of any disagreements or conflicts among the shareholders or between the pany and external parties, how will they be resolved? Will it be through arbitration or litigation?In conclusion, drafting a prehensive pany contract template requires careful consideration of all these elements and tloring them to the specific circumstances of the business. It's not something to be taken lightly, as it lays the foundation for the smooth operation and future success of the pany.中文回答：设立公司合同范本嘿，朋友！说起设立公司合同范本，这里面有好些关键的元素得好好琢磨。
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编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载
国际有限责任公司成立合同(中英文对照)0001
甲方：___________________
乙方：___________________
日期：___________________
国际有限责任公司成立合同（中英
文对照）
甲方： ______________________________________
乙方:___________________________________
20 年月日
第一章总则
chapter_one_general_provisions
中国司和______________________ 国司，根据《中华人民共和国中外合资经营企业
法》和中国的其他有关法规，同意在中华人民共和国_______________ 省共同投资举办
合资经营企业，特订立本合同。
this_contract_is_made_by_and_between (name_of_the_chinese_company) and
(name_of_the_foreign_company),
who_agree_to_jointly_set_up_and_run_a_joint_venture_in city ,
province_in_china_under_the_act_of_sino-
foreign_joint_ventures_of_the_people '
s_republic_of_china_and_other_chinese_laws_and_regulations_concerned .
第二章合营各方
chavi"er_two_partners_of_the_joint_venture
第一条本合同的各方
中国司(以下简称甲方)，在中国登记注册，其法定地址在中国
省区; 法定代表：姓名 ^务______________________________________________ 3籍
国司(以下简称乙方)，在国地登记注册，其法定地址在。
法定代表: 姓名R务国籍
1. _parties_to_the_contract name_of_the_chinese_company, (_herein_called_party_a ) , registered_in
(name_of_place) , address_for_service_of_process : street , district , city , province , china ；legal_representative :
name post, nationality.
name_of_the_foreign_company , (herein_called_party_b ) , registered_in
(name_of_place) , address_for_service_of_process : ______________ ；
legal_representative:_name , post, nationality.
第三章成立合资经营公司
chapter_three_establishment_of_the_joint_venture
第二条_甲、乙方根据《中华人民共和国中外合资经营企业法》和中国的其他有关法规，同意在中国境内建立合资经营限责任公司(以下简称合营公司)。
2. party_a_and_party_b_agree_to_set_up co .,
ltd . (hereinafter_called_joint_venture ) in_china_under_the_act_of_sino-
foreign_joint_ventures_of_the_people '
s_republic_of_china_and_other_relevant_chinese_laws_and_regulations
第三条合营公司的名称为限责任公司。
外文名称为。
合营公司的法定地址为____________ 省 _________ 山_________ 路。
3. chinese_name_of_joint_venture : co., ltd.
foreign_name_of_joint_venture : .
address_for_service_of_process : .
第四条合营公司的一切活动，必须遵守中华人民共和国的法律、法令和有关条例规定。
4 . all_transactions_and_activities_of_joint_venture_shall_be_subject_to_the_laws
acts_and
regulations_concerned_of_the_people ' s_republic_of_china .
第五条合营公司的组织形式为有限责任公司。
甲、乙方以各自认缴的出资额对合营公司承担责任，对合营企业超过认缴部分的债务，无论系分别债务或连带债务，均不承担责任。
各方按其出资额在注册资本中的比例分享利润和分担风险及亏损。
5. joint_venture_shall_be_a_limited_liability_company . party_a_and_party_b_bear_t he_responsibility_of_joint_venture_respectively_according_to_the_quota_subscribed
_by_each_of_them,
none_of_the_parties_shall_be_responsible_for_the_obligations_and_liabilities_exce
eding_his/her_subscription_quota ,
whether_they_are_joint_or_several . each_party_shall_share_the_benefits_and_risks_ aswelloftheiointventureaccordingtohis/hercontributingsharetotheregis tered_capital .
第四章生产经营目的、范围和规模chapter_four_aims ,
scope_and_scale_of_production_and_business 第六条甲、乙方合资经营的目的是：本着加强经济合作和技术交流的愿望，采用先进而适用的技术和科学的经营管理方法，提高产品质量，发展新产品，并在质量、价格等方面具有国际市场上的竞争能力，提高经济效益，使投资各方获得满意的经济利益。
（注：在具体合同中要根据具体情况写。
）
6. aims_of_setting_up_joint_venture_by_party_a_and_party_b
for_the_purpose_of_improving_economic_co-
operation_and_technological_exchange_adopting_advanced_and_practical_techniques_a
nd_introducing_scientific_management_in_business , increasing_the_quality_of_products , developing_new_products ,
meeting_competition_successfully_for_price_and_quality_in_international_markets_a
nd_raising_economic_efficiency_so_as_to_enable_the_investors_to_gain_satisfactory
_benefits .
第七条合营公司生产经营范围是：生产品；
对销售后的产品进行维修服务；研究和发展产品。
（注：要根据具体情况写。
）
7. business_scope_of_joint_venture :
__products _________
after-sales_service research_and_development
第八条合营公司的生产规模如下：
（1）合营公司投产后的生产能力为。
签合同的注意事项如下（使用时请删除）：
一、在签订合同以前，经营者必须认真审查对方的真实身份和履约能力。
二、审查合同公章与签字人的身份，确保合同是有效的。
如果对方公章为法人的分支机构公章或内设机构，应要求其提供所届法人机构的授权书。
对方在合同上签公章，并不能保证合同是有效的，还必须保证合同的签字人是对方的法定代表人或经法人授权的经办人。
三、签订合同时应当严格审查合同的各项条款，有条件的不妨向专业人员咨询。
根据合同诈骗的特点，为了防止对方利用合同条款来弄虚作假，应该严格审查合同各项条款以便使合同权利义务关系规
范、明确，便丁履行。
四、约定违约条款。
五、约定争议管辖权条款。
六、明确合同签订地。
七、约定担保条款（视具体情况而定）。