外资企业有限公司章程(中英文稿)
外商独资企业章程中英文版
______________ 外商独资企业、、八章年月Chapter 1 ObjectivesArticle 1In accordanee with Law of the People's Republic of China on Foreign-CapitalEn terprises , Compa ny Law of the PRC and other releva nt Chin ese laws andregulati ons , intends to set up En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny) , an exclusively foreign-owned enterprise. For this purpose ,these Articles of Associati on here un der are worked out.Article 2The investing party is a legal person registered with in accorda nee with the laws of g. Basic in formatio n as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal represe ntative: Name Nati on alityThe legal address of the Compa ny is at .Tel:Fax:Article 3The name of the Company in Chinese isThe nameof the Companyin English is Zhongbao Energy Resources Service Company.The legal address of the Compa nyis at 6, Gan gwuAve nue, Xi ' an In ter nati onalTrade &Logistics Park , Xi ' an, China.Article 4Chairma n of the Board is the legal represe ntative , perform his or her dutiescomply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.Article 5The Company is Chinese legal person ，its activities is under the governanceof Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co. ，Ltd. The responsibility of the investor is limited to the registered capital of the company. Companyis responsible for the debts by all its assets. After being agreed by China relevant departments ，company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives ，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange ，also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7The business scope of the Company is Drilling equipment and accessories sales ，labor services ，drilling engineering ，petroleum technology consulting andservices (above the range are free from state laws and regulations and restrictions prohibit operating the project ，involving licensing qualification ，with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Companyis USD90 000, 000; the registered capital is USD50 000, 000. The registered capital is paid in installments. Withi n three mon ths upon the issua nee of bus in ess lice nse , of the first in stallme nt shall be paid , and the rest part shall be paid off in two years.The differenee between the total amount of investment and the registered capitalcan obta in from bank loa ns or shareholder loa ns.Article 9The proporti on for export of the Compa ny is . The Board of Directorsor the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Compa ny. Chapter 3 Total In vestme nt Amount and the Registered CapitalArticle 10The amount of total investment of the Companyis ; the registered capital is .Article 11The con tributi on methods of the Compa ny are ,cash ;kind equivale nt of .Article 12The in vesti ng party shall con tribute the registered capital with the follow ing method: (Note: choose one of them)1. Paying off all the capital withi n six mon ths upon the issua nce of bus in ess licen se.2. The registered capital is paid in in stallme nts. Within three。
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。
外资企业公司章程范本
外资企业公司章程范本公司章程第一章总则第一条为规范公司的组织架构和经营管理，保护股东权益，确保公司顺利运营，根据《中华人民共和国公司法》及相关法律、行政法规的规定，制定本章程。
第二条公司名称：（外资企业名称）公司英文名称：（Foreign Company Name）公司法定地址：（公司注册地址）公司工商登记号：XXX-XXXX-XXXXX-XXXXXX经营范围：（列明详细经营范围）第三条公司为独立法人，在法律上拥有独立的权利和义务，可以独立承担民事责任，为保护股东的合法权益并使其其合法和合理权益得到保障，公司应及时公开公司信息，并向公司股东及各利益相关方提供相关信息。
第四条公司依法经营，遵守中华人民共和国法律、法规和政策，履行社会责任。
第二章公司股东第五条公司股东享有根据其持股比例分享公司红利、分配剩余财产的权益。
第六条公司股东应当遵守相关法律、法规以及本章程，参与公司治理，维护公司和其他股东的合法权益。
第七条公司每年定期召开股东大会，股东大会决议应当按照有限责任公司股权比例，或按照股东一人一票的原则，通过股东大会决议书予以确认。
第八条股东大会是公司的最高决策机构，有权选举和罢免董事长、董事、监事，并审议通过公司的董事会报告、监事会报告、利润分配方案、增减注册资本方案、重大合同方案、重大投资方案等重要事项。
第三章公司治理结构第九条公司设立董事会、监事会、总经理。
第十条董事会是公司的决策和管理机构，由董事组成，董事长由董事会选举产生，任期为五年，但可连选连任。
董事会的职权包括但不限于：1. 草案董事长、董事、监事的选举和罢免事项；2. 听取和审议公司经营情况；3. 监督公司总经理履行其职责；4. 审议公司重大事项决策；5. 审议公司财务决算、利润分配方案等；6. 制定和修改本公司章程、公司制度等；7. 公司股权激励计划的制定和执行。
第十一条监事会由监事组成，监事长由监事选举产生，监事不得少于三人，任期为五年，但可连选连任。
外资公司章程(格式)
第一条根据《中华人民共和国外资企业法》和中国的其它法规，公司(以下简称投资者)在中国山东省市独资经营“烟台公司”(以下简称公司)，制定本公司章程。
第二条公司名称为：有限公司英文名称为： C0.， LTD.公司的法定地址为：山东省市街号第三条投资者的名称、法定地址、法人代表为：公司名称： (＊注，或者投资者名称： )地址：法人代表：第四条公司为有限责任公司，在中国成立，具有法人地位，受中国法律管辖和保护。
其一切活动必须遵守中国的法律、法规的规定。
第五条公司的宗旨为：引进国际先进的技术、管理经验，生产具有国际先进水平的产品，并不断提高产品质量，提高劳动生产率，增强产品竞争力，扩大出口，使投资者获得满意的经济效益。
第六条公司经营范围为：生产产品，并销售公司上述所列自产产品。
第七条公司生产规模为：年生产吨。
公司产品％外销，％内销。
第八条公司的投资总额为万美元。
注册资本为万美元。
(＊注，若有差额部份，应注明差额的筹措方式)第九条投资者出资如下：美元现汇：万美元；生产设备：万美元；国有限其它：万美元。
共计：万美元。
第十条公司的注册资本自公司营业执照签发之日起内一次(＊注，根据实际情况或者分期缴付)缴清。
第十一条公司缴付出资额后，经公司礼聘在中国注册的会计师验资，出具验资报告，领取出资证明书。
出资证明书主要内容是：公司名称、成立日期、投资者名称及出资额、出资日期，发给出资证明书日期等。
第十二条公司在经营期内不得减少注册资本。
因投资总额和生产经营规模等发生变化，确需减少的，须经审批机构批准。
第十三条公司注册资本的增加、转让，应由董事会会议一致通过，报原审批机构批准，并向原工商行政管理机构办理变更登记。
第十四条公司营业执照签发之日，为公司董事会成立之日。
第十五条董事会由名董事组成(＊注， 2 人以上， 13 人以下)，董事长一位，副董事长名，董事名。
第十六条董事任期为四年，经投资者继续委派，可以连任。
不论委派还是撤换董事，均应向登记部门备案。
中外合资经营企业公司章程(英文版)
中外合资经营企业公司章程（英文版）The Article Of Association of Guangdong XXX company of limited libiability(drafted by lawyer LuYu)Chapter 1 General PrinciplesArticle 1 The article is formulated according to the provisions ofchina-foreign cooperative enterprises law of people's republic ofchina(hereinafter refered to as cooperative enterprises law), Company Law of the People's Republic of China(hereinafter refered to as company law) and other relevant laws and administrative regulations.Article 2 Where the Article Of Association conflicts with the provisions stipulated by the state laws and regulations, such provisions shall apply. Article 3 The Type of Business is limitied liability company jointly invested by investors from mainland of China and Hong Kong, Macao and Taiwan province.Chapter 2 the title and the domicile of the companyArticle 4 The title of the company is Guangdong XX company of limited libiability(hereinafter refered to as the company) .Article 5 The domicle of the company shall beChapter 3 Business scopeArticle 6 The business scope of the company is limited in ………. Chapter 4 The total investment and the registered capitalArticle 7 The total investment of the company is ……HK dollars and the registered capital is …HK dollars.Chapter 5 the name (or title) of the company and the registered place Article8 The two collaborators of the company are:(1) The……company (hereinafter referred to as party A) registered in china with a legal representative named ……, and which is domiciledin ………with a business license numbered ………(2) The……company (hereinafter referred to as party B ) registered in Hongkong with a authorized signatory named ……, and which is domiciled in ………with a business license numbered ……… Chapter 6 The Type Of Investment Or Conditions for Cooperation and the corresponding time limitArticle 9 The type of investment or Conditions for Cooperation and the corresponding time limit shall be:(1) The party A shall be responsible for going through the formalities of transportation permit for the vehicles and corresponding responsibilities.(2) The party B makes its captical contributions by contributing RMB XXX yuan in currency and by contributing non-currency property as material objects which takes up XX percent and XX percent of the total registerd capital respectively. The said captical contributions shall be Fully paid once in six months after the establishment of the company. Article10 The conversion between the foreign currency conducted as theregistered captal and RMB or between different kinds of foreign currency shall be accounted according to the middle price of the exchange rate, made known to the public by the central bank, of the day on which the investment is made.Article 11 The Chinese and foreign partners shall perform the obligations of making a full contribution and providing cooperation conditions as scheduled according to the provisions of the laws and regulations and the agreements of the contract. Where either of the parties fails to perform the contributive obligations the Administration Bureau for Industry and Commerce shall set a restricted duration for them to perform and the examination and approval authorities shall handle and punish it where it fails to ferform during the restricted period in accordance with relevant regulations of the state.Chapter seven Equity TransferArticle 12 The permit and the approval shall be obtained from the other party and the examination and approval authorities before where the transfer will occur between the parties and between one party of the cooperators and a third party and such transfer shall go through a formality of change registration.Chapter 9 Organizational StructureArticle 13 The cooperative company shall has a board of directors which is the organ of power making decisions on the major issues in accordanceof the article of association of the company.Article 14 The board of directors shall be composed of three persons, two of them shall be appointed or replaced by party A and the other one by party B. Each service term for a director may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.Article 15 The meeting of the board of directors shall be convened at least once a year and the meeting shall be convened and presided over by the chairman of the board, where the chairman can not perform the duties for special cause the chairman shall appoint a vice chairman or one of the other members of the board to convene and preside over the meeting. The meeting may be convened upon proposal made by directors presenting more than one-third of directors of the board.The meeting of the board of directors can be held only when more than two-thirds of the directors attend. And an authorized man shall be entrusted in writing form by the absent director to attend and vote as the representative of him. Any decision made by the meeting requires affirmative votes by more than half of all the directors. Where a director who neither attends nor entrusts a delegate to attend the meeting shall be deemed as having attended the meeting and waived his right of voting in resolving.A notice shall be made to all the directors ten days before the meeting isconvened.The meeting of the board of directors may make decisions by means of communication.Article 16 Any of the following resolutions may be adopted only when a affirmative votes is made by all of the directors presenting the meeting.(1) to adopt resolutions on amending the articles of association of the company;(2) to adopt resolutions on the increase or reduction of the registered capital of the company;(3) to adopt resolutions on dissolving the company;(4) to adopt resolutions on setting a mortgage on the assets of the company;(5) to adopt resolutions on matters such as merger, division and transformation of the company;(6) to adopt resolutions on other matters agreed by the parties.Article 17 The board of the directors has one chairman delegated by party A and has two vice chairman delegated by party B. Each service term for them may not exceed 3 years and the director may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term.The chairman of the board shall be the legal representative of the company.Article 18 The company has a general manager who is in charge of the daily affairs of the company operation and management and shall report to the board of directors. The general manager shall be appointed and dismissed by the board.Appointed by the board of directors the directors may hold a concurrent post as the general manager or other senior officer.The board of the directors may adopt a resolution on dismissing the general manager and other senior officers if they are unfit for the job, conduct malpractices or neglect their duties. And they shall bear legal liabilities according to the law where any loss is caused thus.Article 19 The company has no board of supervisors but has two supervisors, delegated by party B, whose service term may not exceed 3 years but they may continue to serve his post if he is re-appointed by the relevant party upon the expiration of his term. Here the directors, senior officers or the finance manager may not hold a concurrent post as a supervisor.Article 20 The supervisors shall exercise the following functions and powers:(1) to check the company fiance;(2) to supervise the conducts of implementation of the company office of the directors and the senior officers, and to put forward the proposal of removal where a director or a senior officer breaches the law,administrative regulations or the articles of association.(3) to ask the directors or senior officers to rectify their conducts where the conducts of the directors or senior officers cause damage to the company.(4) to bring an action against the directors or senior officers according to the provisions of the article 152 of the company law;The supervisors may sit in the meeting of the board of directors and may bring up a interpellation or a proposal to the resolutions adopted by the booard of the directors.Article 21 The qualifications for the position of directors, supervisors and senior officers shall meet the requirements stipulated(provided) by the company law.Chapter 8 The Share Of The Incomes, Products, Risks And Losses Article 22 The style of the cooperative enterprise shall be a company if it meets the qualifications of a Chinese legal person. The parties of the cooperation shall be liable for the company’s d ebts to the extent of their respective investment or the cooperative conditions except as otherwise agreed by the contract.Article 23 The share of the parties of the incomes, products, risks and losses shall be ………………………………….And the party B shall pay the party A, on the basis of the number of the vehicles obtaining the entrance permission, a fixed profit per vehiclemonthly.Chapter 9 The duration, dissolving and liquidationArticle 24 The duration of the cooperation shall be XXX years which shall be counting from the date when the business license issued.Article 23 If both of the parties agree to extend the duration of cooperation, an application shall be submitted to the examination and approval authority 180 days in advance before the expiration of the contract after the a resolution to the matter has been adopted by the board of directors.Article 25 The cooperative company may be dissolved for any one of the following reasons:(1) the term of cooperation expires;(2) the cooperative company suffers serious losses in operation or incursa big loss for force majeure and thus makes it difficult to continue the operation;(3) it is difficult for the cooperative company to continue the operation for one or more parties fail to perform the obligations provided by the contract or the articles of association;(4) any other causes for dissolution prescribed by the cooperative contract or the articles of association has occurred;(5) or the cooperative company has been ordered to terminate for the reason of breach of the laws or administrative regulations.Article 26 A liquidation procedures shall be carried out when the term of the cooperative company expires or when it is dissolved in advance. The assets of the cooperative company shall be distributed by the cooperative parties according to the agreements of the contract.An application for company de-registration shall be submitted to the administrative agency for industry and commerce where the cooperative company expires or dissolves in advance.Chapter 10 Supplementary ProvisionsArticle 27 The matters such as………………………, herein not referred to, shall under the govern of the laws and administrative regulations of the people’s republic of China.Party A (signature and seal):Date:Party B (signature and seal):Date:。
外商独资企业章程(中英文版)
Articles of AssociationforZhongbao Energy Resources Service CompanyChapter 1 General ProvisionsChapter 2 Objectives, Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered CapitalChapter 4 InvestorsChapter 5 Board of DirectorsChapter 6 SupervisorsChapter 7 Business Management OfficeChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 T axation and FinanceChapter 11 Exchange ManagementChapter 12 D istribution of ProfitsChapter 13 D uration 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 Voeux 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 and Business Article 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; theregistered 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.The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans.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 Capital Article 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 businesslicense.2. The registered capital is paid in ___________ installments. Within threemonths 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 a report on the verification of capital. Within 30days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to 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 Management Article 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.Article 30Staff members and workers of the Company shall pay individual income tax according to Individual Income Tax Law of the People's Republic of China. Article 31The Company shall implement accounting system in accordance with relevant financial management system of the People's Republic of China. The Company shall, according to international practice, adopt accrual accounting system and debit-credit book-keeping method.Article 32The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year.Article 33All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese.Article 34The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of middle rate promulgated by the State Administration of Foreign Exchange on the day of arising.Article 35The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks.Article 36In the first 3 months of each fiscal year, the general manager shall prepare the previous year's balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval.Financial checking and examination of the Company shall be conducted by an auditor registered in China and the auditor's report shall be submitted to the Board of Directors.Article 37The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration.Chapter 7 Distribution of ProfitsArticle 38The Company shall set aside allocations for reserve funds, expansion funds of the Company and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules for the Implementation of the Law of the People's Republic of China on Foreign- Capital Enterprises and other relevant laws and regulations of China.Article 39The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to the investing party according to the decision of the Board of Directors.Article 40The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year.Chapter 8 Labor ManagementArticle 41Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in accordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor.Article 42The Company shall enter into labor contract with the employees and shall file with the local labor administration authority.Article 43The Company has the power to impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff members and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff member or worker shall be filed with the local labor administration authority.Article 44The wages and remuneration of the staff members and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated in the labor contract.Chapter 9 Trade UnionArticle 45The staff members and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union Law of the People's Republic of China.Article 46The trade union of the Company represents the interests of the staff members and workers. It plays the following roles:safeguarding the lawful rights and interests of staff members and workers according to law,assisting the Company in proper allocation and utilization of employee welfare and bonus fund,organizing the staff members and workers to study politics, science, technology and professional knowledge and carry out recreational and physical activities,educating the staff members and workers to observe labor discipline and strive to fulfill the various economic targets of the Company.Article 47The trade union of the Company can, on behalf of the staff members and workers, enter into collective labor contract with the Company and supervise the performance of the labor contract.Article 48When the Company study and decide on the issues relating to staff members and workers such as reward and punishment, wage system, welfare, labor protection and insurance, the representatives of the trade union have the right to attend the meeting as a non-voting delegate. The Company shall listen to the opinions of the trade union and seek cooperation from the trade union. Article 49The Company shall actively support the work of the trade union and, in accordance with Trade Union Law of the People's Republic of China, provide the trade union with necessary premises and facilities to conduct work, hold meeting and carry out collective welfare, cultural and physical activities for the staff members and workers.Article 50The Company shall allocate on a monthly basis 2% of the actually paid wages of the staff members and workers as its trade union fund, which shall be used by its trade union in accordance with the measures of All-China Association of Trade Union on the management of trade union fund.Chapter 10 InsuranceArticle 51Insurance policies of the Company on various kinds of risks shall be underwritten with the insurance companies in China. Types, value and duration of insurance shall be decided by the Board of Directors in accordance with the stipulations of the insurance companies.Chapter 11 Duration, Dissolution and LiquidationArticle 52The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article 53Should the investing party decide to extend the operating period, it shall submita written application to the original examination and approval authority at lease6 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. Article 54In addition to expiration of the operating period, the Board of Directors can decide to terminate the Company ahead of time due to the following reasons:1. Heavy losses due to mismanagement;2. Unable to go on business due to heavy losses caused by force majeure such as natural disaster and war;3. Bankrupt;4. Revoked according to law due to violation of Chinese laws and regulations and damage to public interests;5. Occurrence of other causes for termination as stipulated in the present Articles of Association.Article 55Upon the expiration or termination of the operating period of the Company, the Board of Directors shall formulate liquidation procedures and principles and organize a liquidation committee. The liquidation committee shall be composed of at least three members, who will be selected by the Board of Directors from the directors or engaged by the Board of Directors from the relevant professionals.Article 56The liquidation committee shall conduct liquidation on the Company in accordance with Liquidation Measures for Foreign-funded Enterprises. The role of the liquidation committee is to check up completely the assets, creditor’s rights and liabilities of the Company, prepare balance sheet and statement of assets, formulate liquidation scheme and implement this scheme after the investors pass it.Article 57During the period of liquidation, the liquidation committee shall act as the legal representative of the Company in filing and responding to lawsuits.Article 58The liquidation expenses shall be paid in priority from the existing assets of theCompany.Article 59After the liquidation of the Company is over, the remaining assets after liquidation of debts shall be distributed to the investing party.Article 60After the liquidation is over, the Company shall go through the formalities of registration cancellation with the administrative department of industry and commerce, hand in the business license for cancellation and announce the liquidation to the public.Chapter 12 R ules and RegulationsArticle 61The Company shall formulate the following rules and regulations through the Board of Directors:1. business management system, including the function and power andworking procedure of the subordinate management departments;2. code of conduct for employees;3. labor and wage system;4. work attendance, promotion, reward and punishment system foremployees;5. employee welfare system;6. financial system;7. liquidation procedure for liquidation of the Company;8. other necessary rules and regulations.Chapter 13 S upplementary ProvisionsChapter 62The present Articles of Association shall be written in (1) Chinese. (2) in Chinese and _______. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail. (Note: choose either (1) or (2).)The present Articles of Association shall be made in _____ original copies, with one copy for the investing party, one copy for the examination and approval authority and one copy for the administrative department of industry and commerce.Article 63The 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 aspecific issue, international practices shall be used as reference.Article 64The present Articles of Association will become valid only upon the approval of Nanjing Foreign Trade & Economic Cooperation Bureau. The same applies to the amendment to these Articles of Association.Article 65The present Articles of Association is signed in ___________ (place) on _____________ (date) by the legal representative of the investing party or its authorized representative.Legal representative of the Company or its authorized representative Signature (stamp)外商独资企业章程(设董事会)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税务、财务和外汇第七章利润分配第八章职工第九章工会第十章保险第十一章期限、终止与清算第十二章规章制度第十三章附则第一章总则第一条根据《中华人民共和国外资企业法》及中国其它有关法律、法规,______国_____________________ 公司拟在南京浦口开发区设立独资经营企业_______________________有限公司（下称公司）.为此,特制定本章程.第二条公司中文名称为：__________________________有限公司公司英文名称为：__________________________________________公司法定地址为：__________________________________________第三条投资方：系依_________国法律在___________ 国合法注册的法人,其法定名称为：____________________________________；法定地址为：______________________________________________；法定代表人：______________；国籍：___________；职务：__________.第四条公司组织形式为有限责任公司.投资方以其认缴出资额为限对公司承担责任,公司以其全部资产对外承担债务.第五条公司受中国法律管辖和保护,其一切活动必须遵守中国的法律、法令和有关条例的规定,不得损害中国的社会公共利益.第二章宗旨和经营范围第六条公司的宗旨是：采用先进而适用的技术和科学的经营管理方法,生产____________产品,发展新产品,并促进产品在质量、价格等方面具有国际市场上的竞争能力,提高经济效益,使投资方获得满意的经济利益.第七条公司的经营范围为:_______________________________第八条合营公司投产后生产规模为 .第九条合营公司外销比例为： .本公司自产的产品可由董事会或董事会授权经营层自行决定在中国境内或境外销售.第三章投资总额与注册资本第十条公司的投资总额为________________；注册资本为_______________.第十一条公司出资方式为现金__________________；实物折___________________.第十二条投资方将按以下方式出缴注册资本：（任选一种）1. 在营业执照签发之日起六个月内一次性全部缴清.2. 注册资金分______期缴付,第一期在营业执照签发之日起三个月内缴付____________,占出资额的______％, 其余部分在_____ 个月内缴齐.（注：第一期出资不得低于认缴出资额的15%）出资均按缴款当日中国人民银行公布的基准汇率折算.以实物等形式出资的,其到资日为公司取得权利证书之日.第十三条公司缴付任一期出资额后三十日内,由本公司聘请在中国注册的会计师验资,并出具验资报告.公司在收取验资报告之日起三十日内向出资方出具出资证明书,并报原审批机关及工商行政管理部门备案.第十四条公司投资总额和注册资本的调整,应由董事会一致通过后,报原审批机关批准,并向工商行政管理机关办理变更登记手续.第四章董事会第十五条公司设董事会.董事会是本公司的最高权力机构,决定本公司的一切重大问题.公司批准证书签发之日即为董事会成立之日.第十六条董事会由______人组成,设董事长一名,副董事长_____名,董事会成员由投资方委派.董事、董事长和副董事长每届任期四年,经委派方继续委派可以连任.不论委派还是撤换董事,均应书面通知另一方,并向工商行政管理部门备案.第十七条董事长是本公司的法定代表人.董事长因故不能履行职责时,应授权副董事长或其他董事代表行使权利及义务.第十八条董事会会议每年至少召开一次,由董事长召集并主持会议.经三分之一以上的董事提议,董事长应召开董事会临时会议.第十九条董事会会议（包括临时会议）应当有三分之二以上的董事出席方能举行.每名董事享有一票表决权.第二十条董事因故不能参加董事会会议的,应出具委托书,委托他人代表其出席会议和表决,如届时未出席也未委托他人出席,则视作弃权.第二十一条下列事项需要由出席董事会会议的董事一致通过决定：1、公司章程的修改；2、公司的终止解散；3、公司注册资本的调整；4、公司的分立及与其他经济组织的合并；5、董事会认为须由董事一致通过的事项.对其他事宜,可采取简单多数通过决定.第二十二条每次董事会会议均应详细记录,并由出席会议的全体董事签字.会议记录由公司存档备查.第五章经营管理机构第二十三条公司实行董事会领导下的总经理负责制,设总经理___人,副总经理___人；总经理、副总经理由董事会聘任.第二十四条总经理直接对董事会负责,执行董事会各项决议；组织和领导本公司的全面生产.副总经理协助总经理开展工作.总经理、副总经理的职权范围由董事会讨论决定.第二十五条经营管理机构可设若干部门经理,分别负责企业各部门的工作,办理总经理和副总经理交办的事项,并对总经理和副总经理负责.第二十六条总经理、副总经理以及其他所有经理均应认真履行其职责,不得兼任其他公司的经理或其他形式的雇员.总经理、副总经理有营私舞弊或严重失职的,经董事会会议决议可随时撤换.第二十七条公司的部门及部门结构设置由总经理商副总经理制定方案,由董事会决定.其他部门及管理人员之外的其他职位设置由总经理商副总经理决定.第二十八条高级管理人员有营私舞弊或严重失职的,董事会可随时解聘.第六章税务、财务和外汇管理第二十九条公司依照中国法律和有关税收的规定缴纳各种税金.第三十条本公司职工收入按照《中华人民共和国个人所得税法》缴纳个人所得税.第三十一条公司的会计制度,按照中华人民共和国的有关财会管理制度执行.公司采用国际通用的权责发生制和借贷记帐法记帐.第三十二条公司的会计年度为公历年制,即公历一月一日到十二月三十一日止.第一个会计年度自营业执照签发之日起至同年十二月三十一日止.第三十三条公司的会计凭证、账簿、报表,应用中文书写,用外文书写的,应加注中文.第三十四条公司采用人民币为记账本位币.人民币同其它货币折算,按实际发生之日国家外汇管理局公布的中间价计算.第三十五条公司应根据中国适用的法律法规在境内银行开立外汇账户和人民币的账户.第三十六条每一营业年度的头三个月,由总经理组织编制上一年度的资产负债表、损益计算书和利润分配方案,提交董事会会议审查.公司的财会审计聘请在中国注册的会计师审查、稽核,并将审查结果报告董事会.第三十七条公司的外汇事宜,依照中国有关外汇管理的法规办理.第七章利润分配第三十八条公司从缴纳所得税后的利润中提取储备基金、企业发展基金和职工奖励及福利基金.具体比例由董事会根据《外资企业法实施细则》和中国其他有关法律法规决定.第三十九条依法缴纳公司所得税并提取第三十八条规定的各项基金后剩余的利润,根据董事会的决定分配给投资方.第四十条公司的利润每年分配一次.以往年度亏损尚未弥补前不得分配利润.以往会计年度未分配的利润,可与本会计年度可供分配的利润一并分配.第八章职工第四十一条公司职工的招收、招聘、辞退、辞职、福利、劳动保护、劳动纪律等事宜,按照中国有关劳动和社会保障的规定办理.公司不得雇用童工.第四十二条公司与录用员工依法订立劳动合同,并报当地劳动管理部门备案.第四十三条公司有权对违犯公司的规章制度和劳动纪律的职工,给予警告、记过、降薪的处分,情节严重可予以开除.开除职工须报当地劳动部门备案.第四十四条公司职工的工资待遇,参照中国有关规定,根据公司具体情况,由董事会确定,并在劳动合同中具体规定.第九章工会组织第四十五条公司的职工有权依照《中华人民共和国工会法》的规定,建立基层工会组织,开展工会活动.第四十六条公司工会是职工利益的代表.它的任务是：依法维护职工的合法权益；协助公司合理安排和使用职工福利、奖励基金；组织职工学习政治、科学技术和业务知识,开展文艺、体育活动；教育职工遵守劳动纪律,努力完成公司的各项经济任务.第四十七条公司工会可以代表职工同公司签订集体劳动合同,并监督劳动合同的执行.第四十八条公司研究决定有关职工奖惩、工资制度、生活福利、劳动保护和保险问题,工会代表有权列席会议,公司应当听取工会的意见,取得工会的合作.第四十九条公司应当积极支持本企业工会的工作,依照《中华人民共和国工会法》的规定,为工会组织提供必要的房屋和设备,用于办公、会议、举办职工集体福利、文化、体育事业.第五十条公司每月按企业职工实发工资总额的百分之二拨交工会经费.由本企业工会按照中华全国总工会有关工会经费管理办法使用.第十章保险第五十一条公司的各项保险均在中国的保险公司投保,投保险别、保险价值、保期等按照保险公司的规定由董事会决定办理.第十一章限期、终止与清算第五十二条公司的经营期限为_____年,从营业执照签发之日起计算.第五十三条若投资方决定延长经营期限,应在合营期满前并至少提前六个月,向原审批机关提出书面申请.经审批机构批准并在原登记机构办完登记手续后方能延长期限.第五十四条除经营期满外,因下列原因董事会可决定提前终止公司：1.经营不善,严重亏损；2.因自然灾害、战争等不可抗力而遭受严重损失,无法继续经营；3.破产；4.违反中国法律、法规,危害社会公共利益被依法撤销；5.本章程规定的其他解散事由已经出现.第五十五条公司经营期满或提前终止,董事会应制定清算程序和原则,组织清算委员会.清算委员会至少由三人组成,其成员由董事会在董事中选任或者聘请有关专业人员担任.第五十六条清算委员会依据《外商投资企业清算办法》对公司进行清算.清算委员会的任务是对公司的资产、债权和债务进行全面清查、编制资产负债表和资产目录、制定清算方案,并在投资者通过后执行该清算方案.第五十七条在清算期间,清算委员会代表公司起诉或应诉.第五十八条清算费用从企业现存财产中优先支付.第五十九条公司清算结束后的资产,在清偿债务之后分配给投资方.第六十条本公司清算结束,应当向工商行政管理机关办理注销登记手续,缴销营业执照并将清算对外公告.第十二章规章制度第六十一条公司通过董事会应制订下列规章制度：1、经营管理制度,包括所属各个管理部门的职权与工作程序；2、职工守则；3、劳动工资制度；4、职工考勤、升级与奖惩制度；5、职工福利制度；6、财务制度；7、公司解散时的清算程序；8、其他必要的规章制度.第十三章附则第六十二条本章程用（1）中文写成.（2）中文和文写成,两种文字具有同等效力,上述两种文本如有不符,以中文本为准.（注：任选一种）本章程一式份,投资方执一份,审批部门及工商行政管理部门各执一份.第六十三条本章程及其附件的订立、效力、履行和解释适用中国的有关法律法规.如果对某一特定事宜,中国未颁布法律,则须参照国际惯例.第六十四条本章程须中华人民共和国对外经济贸易部(或其委托的审批机构)批准才能生效.其修改时同.第六十五条本章程由投资方法定代表人或其授权代表于_______ 年___月 ___日在____________签字.公司法定代表人或其授权代表签字（盖章）合作协议书甲方：珠海思雅教育咨询有限公司乙方：甲乙双方本着“各展所长精诚合作坦诚以待互利共赢”的原则就青少年华杯赛项目相关事宜达成协议签署本合作协议书.一、合作项目青少年华杯赛培训项目二、合作期限自2010年10月15日起至20______年____月____日止为期______.如双方认可合作可以续签协议.三、合作方式华杯赛项目品牌由思雅教育咨询有限公司所有华杯赛项目由双方负责组织招生、甲方负责具体的常规管理工作负责智力检测服务及学习管理教师和心理咨询教师由乙方负责华杯赛训练课程授课.四、利益分配以单个学生学费为标准甲方收取每生600基础费用后再进行招生受益分成所剩学费甲乙双方按照55的比例分配收益.甲方在协议期内不再提高600元基础费用华杯赛参赛费用、交通费用、前期招生运营费用由甲方负责.五、双方职责（一）甲方职责.1.负责提供办学所需的基本条件包括社会力量办学许可证、公章等提供需要数量的办公室和教室2、负责草拟全部宣传推广招生广告的策划、设计、文字和内容3、负责学生教学班级日常教学管理具体工作宣传推广、招生广告、招生咨询、招生报名、除华杯赛教学内容以外教学组织、教学安排、学生管理、学员答疑等4.协助乙方加强安全管理保证合作项目的正常运营与乙方就招生、课程安排、教学教务管理等友好协商以项目正常运转为要务.5、负责开具学员学费的正式收据并收取相关课程费用.（二）乙方职责.。
中外合资企业章程中英对照版参考文本
中外合资企业章程中英对照版参考文本In Order To Protect Their Legitimate Rights And Interests, The Cooperative Parties Reach A Consensus Through Consultation And Sign Into Documents, So As To Solve And Prevent DisputesAnd Achieve The Effect Of Common Interests某某管理中心XX年XX月中外合资企业章程中英对照版参考文本使用指引：此合同资料应用在协作多方为保障各自的合法权益，经过共同商量最终得出一致意见，特意签订成为文书材料，从而达到解决和预防纠纷实现共同利益的效果，文档经过下载可进行自定义修改，请根据实际需求进行调整与使用。
中外合资企业章程中英对照Articles of Association for Chinese-Foreign Equity Joint Ventures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 The Purpose l Scope and Scale of the Busin essChapter 3 Total Amount of Investment and the Regist ered CapitalChapter 4 The Board of DirectorsChapter 5 Business Management OfficeChapter 6 Finance and AccountingChapter 7 Profit SharingChapter 8 Staff and WorkersChapter 9 The Trade Union OrganizationChapter 10 Duration， Termination and Liquidation of the Jint Venture CompanyChapter 11 Rules and RegulationsChapter 12 Applicable LawChapter 13 Supplementary Articles第一章总则第一条根据《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和。
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 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 presided over 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 beextended 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.)。
外商投资企业章程范本（英文）
外商投资企业章程英文(2)外商投资企业章程范本（英文）Article 19The company will have one general manager, who will be recruited and dismissed by executive director. The term of the office will be 3 year. The general manager will be the legal representative of the company.Article 20The manager is responsible to executive director and exercises the following functions and power:(a) To be in charge of the production, operation and management of the company, and to organize the implementation of the resolutions of executive director;(b) To organize the implementation of the annual business plans and investment plans of the company;(c) To draw up plans on the establishment of the internal management organs of the company;(d) To draw up the basic management system of the company;(e) To formulate specific rules and regulations of the company;(f) To recommend the appointment or dismissal of the deputy manager(s) and of persons in charge of the financial affairs of the company;(g) To appoint or dismiss management personnel other than those to be appointed or dismissed by executive director; and(h) Other functions and powers granted by executive director.CHAPTER 8 TAXATION，FINANCIAL ACCOUNTING AND DISTRIBUTION OF THE PROFITArticle 21The company shall pay the taxes and apply the tax deduction according to the Chinese tax law and the relevant regulations.Article 22The employees of the company shall pay the individual income tax according to the Individual Income Tax Law of the People’s Republic of China.Article 23The company shall establish the financial and accounting system according to the laws, administrative regulations and provisions of the treasury department of the State Council and register with the competent authority.Article 24The company shall set up account books in China, conduct independent accounting, submit the fiscal reports and statements as required and accept supervision by the financial and tax authorities.The fiscal year of the company shall begin from January 1 to December 31 of the same calendar year.Article 25Any and all accounting papers such as receipts，slips，statements，books etc. shall be written in Chinese; if they are written in a foreign language, notes in the Chinese language are required.Article 26At the end of each fiscal year, the company shall prepare the financial and accounting report according to the laws, administrative regulations and provisions of the treasury department of the State Council, which shall be audited by an accounting firm registered in China. The audit report shall submitto the finance and taxation authority and the examination and approval authority.Article 27In distribution of its current year after-tax profit, a company shall allocate 10 percent to its statutory reserve fund. Allocation to the company's statutory reserve fund may be waived once the cumulative amount of funds therein exceeds 50 percent of the company's registered capital.The company can not distribute profit to the shareholders before covering company losses and making allocation to company statutory reserve fund.Article 28The company shall provide the statistic information and submit the statistic statement according to the Statistic Law of th e People’s Republic of China and the Statistic System for Foreign Capital Utilization.Article 29All issues concerning the foreign exchange of the company shall be handled in accordance with the Provisional Regulations for Exchange Control of the People's Republic of China and the relevant regulations.Article 30The company shall open the RMB account and foreign currency account in the Chinese banks or other banks designated by the State Administration for Foreign Exchange. All the sales revenue and other foreign exchange revenues shall be deposit to the opening bank. All foreign exchange expenses shall be paid through foreign exchange account and be supervised by the foreign exchange administration and the opening bank.Article 31The company guarantees to keep balance between revenues and expenditure in foreign exchange by itself.The legal profits coming from the company, other legal income and the fund after the liquidation can be transferred abroad. The salary and other legitimate income of the foreign employees of the company can be transferred abroad after the payment of the individual income tax.Chapter 9 LABOR MANAGEMENTArticle 32Executive director shall formulate plans and make all decisions in relation to the recruitment, hiring or dismissal of employees, remuneration, insurance, labour protection, labour discipline and so on in accordance with the relevant labour laws and regulations of China which shall be stipulated in the Individual Labour Agreements.Article 33The employees the company needs may be recommended by the local labour department or hired through public channel on the basis of equality. The recruitment documents shall be delivered to the labour department for records.Article 34In accordance with Chinese laws and regulations, the company shall have the right to take disciplinary action against staff and workers of the Company who break labour discipline by giving warnings, recording demerits or reducing salaries or wages. Staff and workers who commit serious offenses may be dismissed and their names shall be delivered to the labour department for records.Article 35The salary of the ordinary personnel who is recruited by theCompany within China shall be decided by executive director in accordance with relevant laws and regulations of China in the light of actual conditions of the company and shall be covered in the Labor Agreement in detail.With the development of production, the enhancement of professional ability of employees and technical level the salary increases of the o rdinary personnel based on such personnel’s abilities and skills may be approved by the company.Article 36The labour protection and labor insurance and other related issues shall be provided in the rules and regulations of the company to make sure that all employees with safe and clean working conditions in accordance with Chinese Law. The company shall extract the reward of employees, welfare fund appropriately from the after-tax profits in the purpose of well-being of the staff. The extraction ratio shall be decided by theexecutive director.Article 37To the extent required by Trade Union Law of the People’s Republic of China, the Company shall establish a trade union, and provide necessary conditions for the activities for the trade union, and pay the enough funds according to the applicable laws into the Company's trade unionCHAPTER 10 INSURANCEArticle 38All the insurance concerning the company or its employee shall be covered by the Chinese insurance company, the coverage、insurance amount and insurance period will subject to the rules of the Chinese company and be decided by the company shareholder.CHAPTER 11 TERM, TERMINATION AND LIQUIDATIONArticle 39The operating period of the Company is years and shall start from the date on which the business license of the Company is issued.Article 40Should the company decides to extend the operating period, it shall be adopted by the shareholder and 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.Article 41Should the company decide to terminate the company in advance, it shall be decided by the shareholder and apply to approval authority.Article 42The company can decide to terminate the Company ahead of time due to the following reasons:1. Unable to go on business due to heavy losses caused by force majeure;2. Unable to go on business due to continuous losses3. The shareholder did not make the contribution within the time stipulated herein.Article 43While the company is dissolved when expire or terminate ahead of time, the shareholder shall organize a liquidation committee to carry out the liquidationArticle 44After the liquidation is over, the Company shall go throughthe formalities of registration cancellation with the original registration authority, hand in the business license for cancellation and announce the liquidation to the public. After the dissolution, all the account books shall kept by the shareholder.CHAPTER 12 MISCELLANEOUSArticle 45The conclusion, effect, interpretation, performance and the settlement of the disputes of these articles of association shall be governed by Chinese law.Article 46These articles of association are written both in Chinese and English.Article 47These articles of association shall be valid only upon the approval of the examination and approval authority.Article 48These articles of association are signed at Beijing China in ________________.Article 49The Chinese laws, regulations, administrative regulations and rules will take the prior when any provision of these articles of association violates any of the aforementioned laws, regulations and rules.(The remainder of this page intentionally left blank, only for signatures)Investor:ABC LIMITEDLegal representativeDate:。
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.。
外资企业章程范本
外资企业章程范本第一章总则第一条为了依法设立、经营外资企业，根据法律和有关规定，制定本章程。
第二条本企业名称为×××外资企业（以下简称“本企业”），英文名称为××× Foreign Enterprise，缩写为×××。
第三条本企业的注册地址位于×××（具体地址）。
第四条本企业的经营范围包括×××（具体经营范围）。
第六条本企业的经营期限为自成立之日起，至×××（具体日期）止。
第七条本企业的注册资本为×××万元人民币，出资方式为×××。
第八条本企业的主营业务为×××。
第二章股东和股权第九条本企业的股东有权按照其持股比例分享本企业的利润。
第十条股东行使表决权的比例按照股东持有的股权比例确定。
第十一条股东可以自由买卖、赠与或者继承其持有的股权，但需事先通知其他股东。
第十二条股东在发生下列情况时，应当向本企业提供书面通知：1.出售或者转让其全部或者部分股权的意向；2.变更地址、名称或者注册资本等企业基本信息；3.采取重大经营决策的意向。
第十三条股东在提供上述通知后，应当于×××工作日内，将涉及其股权变动的相关文件提交给本企业。
第三章董事和监事第十四条本企业设立董事会和监事会。
第十五条董事会由由三名以上的董事组成，包括法定代表人。
董事会负责制定和执行本企业的经营计划、决策和业务策略。
第十六条监事会由三名以上的监事组成，其中一名为法定代表人。
监事会会议应当至少每年召开一次。
第十七条董事和监事会会议以全体成员的三分之二以上出席人数通过的形式进行。
第十八条董事的任期为×××年，可以连选连任。
外商独资企业章程(中英文版)
Articles of Association forChapter 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, __ intends to set up 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 .Its legal representative: Name NationalityThe legal address of the Company is atTel:Fax:Article 3The name of the Company in Chinese isThe name of the Company in English isThe legal address of the Company is at 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 and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting 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.The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans.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 a report on the verification of capital. Within 30 days upon receiptof the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to 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 Companyfor 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 bedetermined 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.Article 30Staff members and workers of the Company shall pay individual income tax according to Individual Income Tax Law of the People's Republic of China.Article 31The Company shall implement accounting system in accordance with relevant financial management system of the People's Republic of China. The Company shall, according to international practice, adopt accrual accounting system and debit-credit book-keeping method.Article 32The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year.Article 33All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese.Article 34The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of middle rate promulgated by the State Administration of Foreign Exchange on the day of arising.Article 35The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks.Article 36In the first 3 months of each fiscal year, the general manager shall prepare the previous year's balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval.Financial checking and examination of the Company shall be conducted by an auditor registered in China and the auditor's report shall be submitted to the Board of Directors.Article 37The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration.Chapter 7 Distribution of ProfitsArticle 38The Company shall set aside allocations for reserve funds, expansion funds of the Company and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules for the Implementation of the Law of the People's Republic of China on Foreign- Capital Enterprises and other relevant laws and regulations of China.Article 39The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to theinvesting party according to the decision of the Board of Directors.Article 40The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year.Chapter 8 Labor ManagementArticle 41Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in accordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor.Article 42The Company shall enter into labor contract with the employees and shall file with the local labor administration authority.Article 43The Company has the power to impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff members and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff member or worker shall be filed with the local labor administration authority.Article 44The wages and remuneration of the staff members and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated inthe labor contract.Chapter 9 Trade UnionArticle 45The staff members and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union Law of the People's Republic of China.Article 46The trade union of the Company represents the interests of the staff members and workers. It plays the following roles:safeguarding the lawful rights and interests of staff members and workers according to law,assisting the Company in proper allocation and utilization of employee welfare and bonus fund,organizing the staff members and workers to study politics, science, technology and professional knowledge and carry out recreational and physical activities, educating the staff members and workers to observe labor discipline and strive to fulfill the various economic targets of the Company.Article 47The trade union of the Company can, on behalf of the staff members and workers, enter into collective labor contract with the Company and supervise the performance of the labor contract.Article 48When the Company study and decide on the issues relating to staff members and workers such as reward and punishment, wage system, welfare, labor protection and insurance, the representatives of the trade union have the right to attend the meeting as a non-voting delegate. The Company shall listen to the opinions of the trade union andseek cooperation from the trade union.Article 49The Company shall actively support the work of the trade union and, in accordance with Trade Union Law of the People's Republic of China, provide the trade union with necessary premises and facilities to conduct work, hold meeting and carry out collective welfare, cultural and physical activities for the staff members and workers.Article 50The Company shall allocate on a monthly basis 2% of the actually paid wages of the staff members and workers as its trade union fund, which shall be used by its trade union in accordance with the measures of All-China Association of Trade Union on the management of trade union fund.Chapter 10 InsuranceArticle 51Insurance policies of the Company on various kinds of risks shall be underwritten with the insurance companies in China. Types, value and duration of insurance shall be decided by the Board of Directors in accordance with the stipulations of the insurance companies.Chapter 11 Duration, Dissolution and LiquidationArticle 52The operating period of the Company is ___________ years and shall start from the date on which the business license of the Company is issued.Article 53Should the investing party decide to extend the operating period, it shall submit a written application to the original examination and approval authority at lease 6months 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.Article 54In addition to expiration of the operating period, the Board of Directors can decide to terminate the Company ahead of time due to the following reasons:1.Heavy losses due to mismanagement;2.Unable to go on business due to heavy losses caused by force majeure such as natural disaster and war;3.Bankrupt;4.Revoked according to law due to violation of Chinese laws and regulations and damage to public interests;5.Occurrence of other causes for termination as stipulated in the present Articles of Association.Article 55Upon the expiration or termination of the operating period of the Company, the Board of Directors shall formulate liquidation procedures and principles and organize a liquidation committee. The liquidation committee shall be composed of at least three members, who will be selected by the Board of Directors from the directors or engaged by the Board of Directors from the relevant professionals.Article 56The liquidation committee shall conduct liquidation on the Company in accordance with Liquidation Measures for Foreign-funded Enterprises. The role of the liquidation committee is to check up completely the assets, creditor’s rights and liabilities of the Company, prepare balance sheet and statement of assets, formulate liquidation scheme and implement this scheme after the investors pass it.Article 57During the period of liquidation, the liquidation committee shall act as the legal representative of the Company in filing and responding to lawsuits.Article 58The liquidation expenses shall be paid in priority from the existing assets of the Company.Article 59After the liquidation of the Company is over, the remaining assets after liquidation of debts shall be distributed to the investing party.Article 60After the liquidation is over, the Company shall go through the formalities of registration cancellation with the administrative department of industry and commerce, hand in the business license for cancellation and announce the liquidation to the public.Chapter 12 Rules and RegulationsArticle 61The Company shall formulate the following rules and regulations through the Board of Directors:1.business management system, including the function and power and working procedure of the subordinate management departments;2.code of conduct for employees;bor and wage system;4.work attendance, promotion, reward and punishment system for employees;5.employee welfare system;6.financial system;7.liquidation procedure for liquidation of the Company;8.other necessary rules and regulations.Chapter 13 Supplementary ProvisionsChapter 62The present Articles of Association shall be written in (1) Chinese. (2) in Chinese and _______. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail. (Note: choose either (1) or (2).)The present Articles of Association shall be made in _____ original copies, with one copy for the investing party, one copy for the examination and approval authority and one copy for the administrative department of industry and commerce.Article 63The 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.Article 64The present Articles of Association will become valid only upon the approval of Nanjing Foreign Trade & Economic Cooperation Bureau. The same applies to the amendment to these Articles of Association.Article 65The present Articles of Association is signed in ___________ (place) on_____________(date) by the legal representative of the investing party or its authorized representative.Legal representative of the Company or its authorized representativeSignature (stamp)____________________________________________________有限公司章程___________________________年___________________________月第一章总则第一条根据《中华人民共和国外资企业法》及中国其它有关法律、法规，______国_____________________ 公司拟在____________________设立独资经营企业_______________________有限公司（下称公司）。
外资企业公司章程范本专业版(精选3篇)
外资企业公司章程范本专业版（第一篇）此文档协议是通用版本，可以直接使用，符号*表示空白。
第一章总则第一条依据《外资企业法》和《公司法》及其它法规、规定，本着公平互利的原则，拟在境内举办外资企业***有限公司（以下简称公司），特制定本公司章程。
其次条外资企业名称为：***有限公司英文名称：******住宅：第三条外资企业的股东：英文名：******注册地：第四条公司是企业法人，有独立的法人财产，享有法人财产权。
公司以其全部财产对公司的债务担当责任。
公司股东以其认缴的出资额为限对公司担当责任，公司形式为有限责任公司。
第五条公司为中国法人，受中国法律管辖和爱护，其一切活动遵守中国的法律、法令和有关条例规定。
其次章经营范围和规模第六条公司的经营范围：第七条公司生产规模：第三章投资总额和注册资本第八条公司的投资总额为***万美元。
第九条注册资本为***万美元。
第十条公司注册资本以***形式（出资方式）投入，出资期限为：第一期出资***万美元，占应出资额的***％，在营业执照签发之日起***天内缴清；其次期出资***万美元，占应出资额的***％，最长在营业执照签发之日***内缴清。
第十一条股东投资完毕后，即由公司聘请会计师验资，出具验资报告，报审批机关和工商行政管理机关备案。
第十二条公司注册资本的增加、削减以及股权变更等法律法规规定须经政府机关审批方可实施的事项，须经审批机关批准，并向工商行政管理机关办理变更登记手续。
第十三条公司将其财产或者权益对外担保、转让，须经审批机关批准并向工商行政管理机关备案。
第四章组织机构第十四条公司股东行使下列职权1、打算公司的经营方针和投资方案；2、参与或推选代表参与股东会并依据其出资份额享有表决权；3、委派董事、监事，打算有关董事、监事的酬劳事项；4、审议批准董事会的报告；5、审议批准监事的报告；6、审议批准公司的年度财务预算方案、决算方案；7、审议批准公司的利润安排方案和弥补亏损方案；8、对公司增加或者削减注册资本作出决议；9、对发行公司债券作出决议；10、对公司合并、分立、解散、清算或者变更公司形式作出决议；11、修改公司章程；12、其他商定事项。
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。
外商投资公司章程范本
企业内部章程系列 外商投资公司章程范例（标准、完整、实用、可修改）编号：FS -QG -84356外商投资公司章程范例 Examples of Articles of Association of Foreign Investment Companies 说明：为规定公司的组织和活动基本准则，并通过所有股东共同一致认可，从而提升公司的经营和管理效率，特此制定。
外商投资公司章程【外商投资公司章程【11】第一章总则第一章总则第一条根据《中华人民共和国外资企业法》及中国其他有关法律、法规，制定本章程。
有关法律、法规，制定本章程。
第二条投资者名称第二条投资者名称:XXX :XXX :XXX，国籍，国籍，国籍:X :X 国，护照号码国，护照号码:XXXXXX :XXXXXX 住址住址::英文英文((中文中文) )第三条外资企业名称第三条外资企业名称:XXX :XXX 公司公司((以下简称XXX 公司公司) )公司法定地址公司法定地址::中国北京市朝阳区XX 路XX 号XXXX第四条公司为有限责任公司，是XXX 投资经营的企业，并以其认缴的出资额承担企业责任。
并以其认缴的出资额承担企业责任。
第五条公司经北京市人民政府审批机构批准成立，并在北京市登记注册，为企业法人，应遵守中华人民共和国法律、法规，并受中国法律的管辖和保护。
法规，并受中国法律的管辖和保护。
第二章宗旨和经营范围第二章宗旨和经营范围第六条公司宗旨第六条公司宗旨::利用公司对国际国内资本市场的丰富的知识和经验、优良的客户关系、良好的团队，为国内外的投资者在中国大陆地区的资产购并、管理咨询，企业重组、债务重组、资产处置、资产管理、公司上市提供顾问咨询服务;为国营大型企业和民营企业提供公司运营、重组、上市的顾问服务顾问服务;;为国内企业高新及专利技术的转让、国际进出口贸易提供技术转让和进出口贸易咨询服务。
贸易提供技术转让和进出口贸易咨询服务。
((根据自己公司实际情况写实际情况写) )第七条公司经营范围:XXXXXXXXXXXXXXXXXXXX(:XXXXXXXXXXXXXXXXXXXX(根据实根据实际情况写际情况写) )第三章投资总额和注册资本第三章投资总额和注册资本第八条公司投资总额第八条公司投资总额:XX :XX 万X 币公司注册资本公司注册资本:XX :XX 万X 币公司的注册资本出资方式公司的注册资本出资方式::自营业执照签发之日起6个月内以港币一次缴清。
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有限公司章程ARTICLESOFASSOCIATION第一章总则ChapterOneGeneralPrinciples根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及其他有关法律、法规规定，“【】集团公司“(“股东”)拟在北京市投资设立“【】（北京）有限公司”（“公司”），特制定本公司章程。
TheseArticlesofAssociationof【】(Beijing)Co.,Ltd.(hereinaft ercalledthe“Company”)areincorporatedby【】GroupCo.,Ltd.inacco rdancewiththe"LawsofthePeople'sRepublicofChinaonWhollyForeign-OwnedEnterprises"andthe“CompanyLawofthePeople'sRepublicofChin a”,andotherpertinentrulesandregulationsofthePeople'sRepublicof China(hereinaftercalled“PRC”).Article1公司名称：【】（北京）有限公司ThenameoftheCompanyinChineseis【】（北京）有限公司andinEngl ishis【】(Beijing)Co.,Ltd..第二条Article2公司注册地址：【】C座902室ThelegaladdressoftheCompanyisRoom902TowerC,【】.第三条Article3股东名称：【】集团公司ThenameoftheCompany'sShareholder(hereinaftercalledthe"Shar eholder")is【】GroupCo.,Ltd..股东国别：丹麦ThenationalityoftheShareholderisDenmark.股东法定地址：【】Sonderhoj14,DK-8260VibyJThelegaladdressoftheShareholderisSonderhoj14,DK-8260VibyJ,【】.股东法定代表：【】第四条ThelegalrepresentativefortheShareholderis【】.Article4公司的组织形式为有限责任公司。
公司以其全部财产对公司的债务承担责任，股东以其认缴的出资额为限对公司承担责任。
TheCompanyisorganizedasalimitedliabilitycompany.TheCompany shallbeliableforitsdebtsandobligationswithitsownpropertyandass ets,andtheShareholdershallassumeliabilitytowardstheCompanytoth eextentoftheirrespectiveshareholdings.公司是中国企业法人，有独立的法人财产，享有法人财产权。
TheCompanyisanenterpriselegalpersonthatshallenjoytherightt otheentireindependentpropertyofthelegalperson.公司从事经营活动，应当遵守中国的法律、法令和有关条例规定，遵守社会公德、商业道德，诚实守信，接受政府和社会公众的监督，承担社会责任。
公司的合法权益受法律保护，不受侵犯。
Inconductingitsbusiness,theCompanymustabidebylawsandadmini strativerulesandregulations,observesocialmoralsandbusinessethi cs,conductbusinessesingoodfaith,subjectitselftothesupervisionofthegovernmentandthepublicandfulfillsocialresponsibilities.The Company'slawfulrightsandinterestsareprotectedbylawandshallnotb einfringedupon.第五条Article5公司章程对公司、股东、执行董事、监事、高级管理人员具有约束力。
TheCompany'sArticlesofAssociationshallhavebindingforceonth eCompany,itsShareholders,executivedirectors,supervisorsandseni orofficers.第二章宗旨、经营范围ChapterTwoPurpose,ScopeofBusiness第六条Article6公司宗旨为：通过巩固和发展中国市场以增强股东在全球市场的竞争力；巩固股东与其供应商及中国客户的贸易管理；发展商品批发的贸易活动从而取得满意的利益。
ThepurposeoftheCompanyistostrengthentheShareholder'competi tivecapacityinglobalmarketthroughconsolidatinganddevelopinginP RC.,toenhancethetrademanagementamongtheShareholderanditsprovid ersanditsclients,tobenefittheShareholdereconomicallythroughdev elopingatrademovementforthewholesaleofcommodities.第七条Article7公司经营范围为：食品原料的批发、进出口、佣金代理（拍卖除外）；化工产品（非危险化学品）的批发、进出口、佣金代理（拍卖除外）；相关产品的售后服务；技术咨询、技术服务、技术转让。
ThescopeofbusinessoftheCompanyisasfollows:Thewholesale,importandexportandcommissionagency(excludinga uction)offoodrawmaterials,thewholesale,importandexportandcommi ssionagency(excludingauction)ofchemicalproducts(excludingdange rouschemicalproduct),theprovisionofafterserviceforpertinentpro ducts,theprovisionoftechnicalconsulting,technicalservicesandte chnicaltransfer.第三章投资总额、注册资本ChapterThreeTotalInvestmentandRegisteredCapital第八条Article8公司的投资总额为：100万人民币，公司注册资本为：100万人民币。
ThetotalamountofinvestmentfortheCompanyshallbeRMBonemillio n(1,000,000).TheregisteredcapitaloftheCompanyshallbeRMBonemill ion(1,000,000).第九条Article9股东认缴出资额为：100万人民币，占注册资本的100%，全部以等值外币出资。
Onehundredpercent(100%)oftheregisteredcapitaloftheCompanys hallbecontributedbytheShareholderinequivalenceofforeigncurrenc ies.第十条Article10股东应在营业执照签发之日起三个月内缴付全部注册资本的15%，余额在营业执照签发之日起两年内缴清。
TheShareholderwillcontributethefirstinstallmentoftheregist eredcapital,thatisnotlessthan15%oftheregisteredcapital,withint hree(3)monthsaftertheissuanceoftheCompany’sbusinesslicense,and fullycontributetheremainingcapitalwithintwo(2)yearsaftertheiss uanceoftheCompany’sbusinesslicense.第十一条Article11注册资本缴付任何出资的30日内，公司应聘请在中国注册的会计师事务所验证出资，并出具验资报告。
公司在收到验资报告后的30日之内应向股东出具出资证明书并将该等证明书向原审批机关和工商机关进行备案。
APRCregisteredaccountantfirmshallbeengagedbytheCompanytove rifythecontributionoftheregisteredcapitalbytheShareholder,andt oissueacapitalverificationreportcertifyingsuchcontributionwith inthirty(30)daysafteranycontributiontotheregisteredcapital.TheCompanyshallissueacapitalcontributioncertificatetotheSh areholdercertifyingtheamountofcapitalthathasbeencontributedand fileditwiththeoriginalexaminationandapprovalauthorityandthecom petentlocalbranchoftheStateAdministrationforIndustryandCommerc eforrecordwithinthirty(30)daysafterreceivingsuchcapitalverific ationreport.（注：出资证明书不需在工商行政管理部门备案）第十二条Article12公司投资总额或注册资本的增加，减少，转让或者质押，经股东同意后，报原审批机关批准，并向工商行政管理机关办理变更登记手续。