Certificate of Incorporation出资证明 .docx
出资证明书 范本
出资证明书范本出资证明书范本<br>日期：[日期]<br>我，[出资人全称]（以下简称“出资人”），按照《中华人民共和国公司法》及相关法律法规的规定，向[公司全称]（以下简称“公司”）进行出资，特此出具本出资证明书，以证明如下事实：1. 出资人同意以[货币形式/实物形式/知识产权形式]出资给公司，出资金额为[人民币万元/美元万/其他货币名称及金额]（以下简称“出资金额”）。
2. 出资人与公司将根据出资人的出资金额，按照公司章程的规定，确定出资人享有的公司股权比例。
3. 出资人同意将出资金额以[一次性/分期]付款方式支付给公司，在支付时双方应签订书面付款协议，并按照协议约定的时间和方式付款。
4. 出资人同意向公司提供必要的出资证明材料，并配合完成公司进行出资登记、股权变更登记等相关手续。
公司应妥善保管出资人提供的相关证明材料，确保其真实、准确、完整。
5. 出资人在此确认，其出资的目的是为了支持公司的发展，出资金额为纯粹的出资行为，出资人对该款项不主张权益，不对公司及其管理人员、董事、股东及其他出资人提出任何追索、赔偿或其他法律要求。
6. 出资人同意在公司要求下，按照公司、股东会议决议等程序，在法律规定的范围内，将自己作为出资人持有的公司股权转让给第三方。
7. 本出资证明书自双方签署后生效，并自出资完成之日起，在法律允许的范围内具有法律效力。
本出资证明书的效力、解释及纠纷解决适用中华人民共和国的法律。
<br>出资人：_____________________ 签名：______________________日期：_____________________<br>企业(公司)盖章处：（盖骑缺章无效）<br><br>企业(公司)公章：_____________________<br>法定代表人：_____________________ 签名：_____________________日期：_____________________<br><br><br>以上是出资证明书的范本，仅供参考，具体情况需要根据实际情况进行修改。
出资证明书模板·3篇 出资证明书模板
出资证明书模板·3篇出资证明书模板精品文档，仅供参考出资证明书模板·3篇出资证明书模板出资证明书(capital contribution certificate)是表现有限责任公司股东地位或者股东权益的一种要式证券。
以下是本站小编为大家带来的出资证明书模板3篇，希望能帮助到大家!出资证明书模板1编号：公司名称：设立日期：注册资本：兹证明股东已按公司章程规定缴纳出资，出资情况如下：股东姓名/名称：____________________________________________ 股东证件名称及号码：_______________________________________出资金额(或提供合作条件)：__________________________________出资方式：__________________________________________________ 出资日期：__________________________________________________验资证明编号：______________________________________________ 以上出资金额经公司(全体股东)确认无误，且已实际到位。
特此证明。
公司名称(盖章)：核发日期：年月日出资证明书模板2编号:一、公司全称：二、公司住址：三、公司注册资本：四、公司股东：于年向本公司缴纳货币出资元。
(以上投入资金系本人自有资金，在其使用期间能以该资金承担企业的民事责任)本出资证明经公司正式授权的法定代表人签字并加盖公司印鉴，方为有效，特此为证。
(公章)法人代表(签章)：核发日期：年月日出资证明书应当载明下列事项：(一)公司名称;(二)公司成立日期;(三)公司注册资本;(四)股东的姓名或者名称、缴纳的出资额和出资日期;(五)出资证明书的编号和核发日期。
出资证明书由公司盖章。
出资证明书范本范文精简处理
出资证明书范本.doc
出资证明书范本
尊敬的各位股东：
根据《公司法》和《公司章程》的相关规定，我公司决定出资设立新的合资企业。
现将出资情况作如下证明：
1. 公司名称：公司
2. 出资者信息：
A股东（姓名/公司名）：X，出资金额：X元
B股东（姓名/公司名）：X，出资金额：X元
C股东（姓名/公司名）：X，出资金额：X元
D股东（姓名/公司名）：X，出资金额：X元
E股东（姓名/公司名）：X，出资金额：X元
3. 各股东出资方式：
A股东：以货币形式出资，于X年月日（或时）通过银行转账方式，将出资款项汇入X公司账户。
B股东：以实物形式出资，将X公司齐全的X产品作为出资品进行出资。
C股东：以货币形式出资，于X年月日（或时）通过银行转账方式，将出资款项汇入X公司账户。
D股东：以实物形式出资，将X公司价值X元的X设备作为出资品进行出资。
E股东：以货币形式出资，于X年月日（或时）通过银行转账方式，将出资款项汇入X公司账户。
4. 各股东出资款项已全部到位，并已完成出资手续，公司账户余额已增加相应出资金额。
5. 审计、审计报告和会计核定：出资款项已经审计，并获得公司官方审计报告的认可，各股东的出资金额得到会计核定。
6. 此出资证明书为真实、有效的签署文件，作为公司设立合资企业的依据和合同要件，具有法律效力。
特此证明！
公司名称：公司（盖章）
签字：公司董事长（签字）。
certificate of incumbency 模板
certificate of incumbency 模板[Your Company Logo]Certificate of IncumbencyThis is to certify that:[Name of the Company][Registration Number of the Company][Registered Address of the Company]is a duly incorporated and validly existing company under the laws of [Jurisdiction of Incorporation].The following individuals are the incumbent officers and directors of the Company as of the date of this certificate:Director(s):1. [Name of Director 1][Residential Address of Director 1][Passport / National ID Number]2. [Name of Director 2][Residential Address of Director 2][Passport / National ID Number]3. [Name of Director 3][Residential Address of Director 3][Passport / National ID Number]4. [Name of Director 4][Residential Address of Director 4][Passport / National ID Number]Officer(s):1. [Name of Officer 1][Residential Address of Officer 1][Passport / National ID Number][Position in the Company]2. [Name of Officer 2][Residential Address of Officer 2][Passport / National ID Number][Position in the Company]3. [Name of Officer 3][Residential Address of Officer 3][Passport / National ID Number][Position in the Company]This certificate is being provided at the request of the Company and for the purposes of confirming the identities and roles of the incumbent officers and directors of the Company.[Your Company Name][Authorized Signature]Date: [Date of Issuance] Place: [Place of Issuance]。
出资证明书范本
出资证明书范本出资证明书范本1证明书编号:一、公司名称：××有限责任公司。
二、公司住址：××省××市××区×街××号。
三、公司成立日期：××年××月××日。
四、公司注册资本：人民币(元)五、公司股东：××(股东姓名或名称)于××年××月××日向本公司缴纳出资额人民币元。
该股东自本出资证明书核发之日起，享有本公司章程所规定的股东权利。
××有限责任公司(公司印章)出资证明书范本2一、公司全称：××。
二、公司住址：××省××市××区××街××号。
三、公司登记日期：××年××月××日。
四、公司：(元)五、公司股东：××(股东姓名或名称)于××年××月××日向本公司缴纳出资元。
该股东自本出资证明书核发之日起，享有本所规定的股东权。
核发日期：××年××月××日(公司印章)出资证明书范本3公司出资证明书出资证明书(capitalcontributioncertificate)是表现有限责任公司股东地位或者股东权益的一种要式证券。
有限责任公司不同于股份有限公司，其全部资本并不分为股份，但是，有限责任公司的股东也有自己的出资额。
在有限责任公司中记载股东出资的法律文书就是出资证明书，有的学者也主张称为“股单”。
《公司法》规定有限责任公司成立后，要向股东签发出资证明书。
出资证明书 范本
出资证明书范本
出资证明书范本
【公司名称】
【公司地址】
【联系电话】
【邮箱地址】
【日期】
收件人：【受益方名称】
地址：【受益方地址】
致：出资证明书
尊敬的【受益方名称】：
我们是【公司名称】，一家位于【公司地址】的公司，特此向您出具本出资证明书，以确认我们对您的出资事项。
根据双方达成的协议，【公司名称】同意向【受益方名称】提供资金支持，以帮助您实现您的项目目标。
以下是出资的详细信息：
1. 出资金额：【出资金额】人民币（大写：【出资金额大写】）；
2. 出资方式：【出资方式】；
3. 出资日期：【出资日期】；
4. 出资用途：【出资用途描述】；
5. 出资期限：【出资期限】。
我们保证上述出资信息的真实性和准确性，并承诺按照双方协议的约定履行出
资义务。
同时，我们将确保资金来源合法合规，并遵守相关法律法规的要求。
请注意，本出资证明书仅作为出资事项的证明文件，不具备任何法律效力。
如
有需要，双方应签署正式的法律文件以确保双方权益。
如有任何疑问或需要进一步的协商，请随时与我们联系。
我们期待与您的合作，并祝愿您的项目取得圆满成功。
谢谢！
此致
【公司名称】
【公司代表签名】
【公司代表姓名】
【公司职位】。
出资证明书范本
出资证明书范本尊敬的××公司：根据××公司发行股权的要求，我公司特向贵公司出具本出资证明书，以证明我公司已按照合同约定向贵公司出资。
证明如下：一、出资主体信息：出资主体：××有限公司法定代表人：×××注册资本：××万元住所：××市××区××街道××号二、出资金额及方式：我公司已向贵公司出资金额为××万元，资金到账确认时间为××年××月××日，出资方式为××（例如：现金出资、实物出资等）。
三、出资目的及对象：出资目的是为了支持××公司的经营运作，共同发展，推动双方在××领域的合作。
出资对象为××公司，资金将用于××（例如：扩大生产、研发项目等）。
四、资金来源：该笔出资的资金来源为我公司自有资金，来源合法合规，没有违反任何法律法规。
五、出资证明：我公司特此出具本出资证明书，以证明我公司已按照以上约定向贵公司出资。
本证明书系我公司真实意愿，具有合法有效性。
如本证明书与其他相关合同存在冲突或未约定事项，请以相关合同约定为准。
六、附条件：1. 本出资证明书有效期为自签署之日起××天；2. 未尽事宜按照相关合同约定执行。
特此出资证明，并愿意承担由此产生的一切法律责任。
××有限公司签章日期：年月日。
出资证明书(模板)简洁范本
出资证明书(模板)
出资证明书(模板)
尊敬的公司：
我们兹证明愿意出资共计万元人民币，作为您公司的股东。
本证明书为出资证明，证实我们将按照约定的方式和时间进行出资。
在此，我们承诺出资的资金来源合法合规，没有任何违法违规行为，并且我们对出资的金额和时间都了解清楚，愿意承担相应的责任和风险。
我们理解这是对您公司的信任和支持，也是对我们自身的投资决策负责的体现。
我们同意按照双方约定的股权比例分配利润并承担相应的风险。
在公司经营发展的过程中，我们将积极参与公司的管理和决策，为公司的发展出谋划策，为公司的成功贡献力量。
在此郑重声明，我们不会因个人利益而损害公司利益，不会从事任何违法违规的行为，不会逃避法律法规的约束，绝对遵守国家的各项政策和规定。
我们将积极配合公司管理层做好相关的合规工作，确保公司的稳定和可持续发展。
，我们承诺在合约期满后，会依法、按照公司章程办理相关手续，如有必要，将我们的股权进行转让或交易。
感谢您的信任与支持！我们衷心希望我们的合作能够取得较好的成果，并共同见证公司的发展和取得更多的成功。
特此证明！
出资方()
年月日。
出资证明书范文(2篇)
出资证明书范文公司名称：设立日期：注册资本：兹证明股东已按公司章程规定缴纳出资，出资情况如下：股东姓名/名称：____股东证件名称及号码：____出资金额(或提供合作条件)：____出资方式：____出资日期：____验资证明编号：____以上出资金额经公司(全体股东)确认无误，且已实际到位。
特此证明。
公司名称(盖章)：核发日期：年月日出资证明书范文（2）尊敬的XXX先生/女士：您好！鉴于我方与贵方就某项目的合作意向已达成并达成一致，请求贵方提供资金支持。
现特出资XXX元作为本次合作的资金投入，并提供本出资证明书。
具体事项如下：一、出资单位信息：名称：XXXX公司地址：XXXXX法定代表人：XXX注册资本：XXX元联系电话：XXXX二、出资金额及形式：本次出资金额为XXX元，以现金形式存入贵方指定账户。
附银行转账凭证一份，账户信息如下：开户行：XXXX银行账号：XXX三、出资目的：此次出资目的是为了支持贵公司在某项目中的开展工作，推动项目顺利推进，并提供财务保障。
四、出资条件：1. 贵公司需按照合作协议约定的方式和期限使用本次出资，不得私自挪用或占为己有；2. 贵公司需按照约定的进度向我方提供工作进展情况和相关财务报告；3. 若在项目运营中出现重大亏损或其他损害我方利益的情况，贵公司应承担相应的责任，并做出合理的赔偿；4. 如项目顺利完成并获得经济效益，贵公司应根据我方出资比例按照约定的方式进行分配。
五、出资有效期：本出资证明书自签署之日起生效，有效期为合作协议约定的期间。
协议到期后如需继续合作，双方可协商决定是否续签或修改合作协议。
六、其他事项：1. 本出资证明书仅作为出资凭据，不得转让或抵押给第三方；2. 如有必要，双方可对本出资证明书进行修改或补充，须经双方协商一致并签署书面确认。
特此出资证明，以资证明。
出资单位（章）年月日以上是一份针对出资事项的出资证明书范文，具体内容可根据实际情况进行调整和修改。
通用范文(正式版)出资证明书范本doc
出资证明书范本1. 背景信息出资证明书是指在某个特定的经济活动中，投资方对投资事项进行出资证明的文件。
这是一个可以明确双方权益，防止纠纷发生的重要文件。
本文档提供了一个出资证明书的范本，以供参考。
2. 出资证明书示例出资证明书本出资证明书由投资方（简称“出资方”）提供给受益方（简称“受益方”），用于确认出资方已向受益方支付了一定金额的资金作为投资。
证明事项1. 出资方名称：[出资方名称]2. 受益方名称：[受益方名称]3. 出资金额：[出资金额]4. 出资日期：[出资日期]证明内容出资方在此证明，已向受益方支付了上述所示的出资金额，并正式成为受益方项目的投资方。
双方权益根据本次出资，出资方享有权益：1. 获得相应比例的盈利权。
2. 在投资项目监督委员会中发表意见并参与决策。
3. 具有对项目进行核查和审计的权利。
法律效力本出资证明书具有法律效力，视为出资方与受益方之间关于投资事宜的有效约定。
任何一方不得单方面取消或修改本出资证明书，除非经双方书面同意。
争议解决本出资证明书的签署、履行、终止或解释发生争议时，应首先通过友好协商解决。
如协商不成，双方应提交有管辖权的法院解决。
其他事项除非另有书面约定，本出资证明书自签署之日起生效，有效期至受益方偿还出资款项为止。
出资方签字： ________________________受益方签字： ________________________日期： ______________________________3. 注意事项•本文档提供的出资证明书范本仅供参考，请根据实际情况进行修改和适应。
•在填写具体信息时，请删除方括号并填入实际内容。
•出资证明书一旦签署，具有法律效力，双方务必认真阅读并明确自己的权益和义务。
公司出资证明书(完整版)
公司出资证明书(完整版)公司出资证明书(完整版)1. 文档概述本文档是一份公司出资证明书的完整版，用于证明公司对某个特定项目或合作方进行出资的事实和金额。
该证明书用于强调公司的财务实力，为公司的合作伙伴或相关方提供有效的信息证明。
本证明书以文本格式输出，方便编辑和查看。
2. 公司信息公司名称: [公司名称]公司地址: [公司地址]注册号: [注册号]成立日期: [成立日期]3. 出资对象信息对象名称: [对象名称]对象类型: [对象类型]合作类型: [合作类型]合作起始日期: [合作起始日期]合作结束日期: [合作结束日期]4. 出资明细4.1 资金来源出资金额: [出资金额]资金来源: [资金来源]出资方式: [出资方式]出资时间: [出资时间]4.2 出资确认该出资已通过公司董事会或股东大会的审议和决议，并于 [出资时间] 得到确认。
5. 出资证明5.1 公司章程确认公司章程已明确规定了出资的相关规定，并经过相关程序的审核和批准。
5.2 资金流向公司已经将出资金额 [出资金额] 转入对象账户，确保资金的流向合法有效。
5.3 财务报告公司将按照相关法律法规要求，根据合作协议约定的时间提交财务报告，以明确出资的使用情况和财务状况。
6. 其他声明6.1 无第三方担保本次出资不涉及任何第三方担保，由公司自行承担风险与责任。
6.2 合法合规公司声明本次出资行为合法合规，符合相关法律法规和合同约定。
7. 公司联系信息公司方式: [公司方式]公司邮箱: [公司邮箱]公司网站: [公司网站]以上信息仅供参考，如需核实或有进一步疑问，请联系公司相关部门或人员。
感谢阅读公司出资证明书(完整版)。
本文档提供了公司对特定项目或合作方进行出资的证明信息，同时强调公司的合法合规性和财务实力。
如有进一步问题或需要进一步了解，请随时与我们联系。
公司出资证明书(完整版)
公司出资证明书 (完整版)尊敬的合作伙伴：根据《公司法》及相关法律法规的规定，本公司向贵公司出资的事宜，特发此证明书，以确保出资事项的合法性和合规性。
根据公司合法组建的相关规定，本公司全体股东经过公司法定程序，共同决定以货币形式向贵公司出资。
现就本次出资事项，本公司特向贵公司出具如下证明：一、资金总额：本次出资事项中，本公司拟以人民币一千五百万元整（￥15,000,000.00）向贵公司注入资金。
二、出资方式：本公司将以货币方式向贵公司出资，注入现金资金以支持贵公司的运营和发展。
三、资金来源：本公司将通过自身盈利、股东注入或其他合法方式获取上述出资所需金额。
四、出资时间及方式：本公司出资的具体时间为自本证明书签署之日起15个自然日内将相应款项汇入贵公司指定的银行账户。
五、附加条款：1. 资金用途：贵公司应将本次出资的资金仅限用于公司日常运营、发展、设备购置、项目合作等合法用途，并确保使用经费的透明性和合规性。
2. 资金监督：贵公司应建立完善的资金管理制度，确保资金使用符合相关法律法规的要求，并定期向本公司提供资金使用情况的汇报。
3. 出资证明：本公司将在出资款项到达贵公司账户后的5个工作日内提供相关出资证明，以确保出资的真实性和合法性。
六、法律责任：贵公司一旦违反本公司出资事项相关约定及监管要求，本公司有权暂停、终止资金注入，并对贵公司违规行为承担相应的法律责任。
七、其他：对于与本次出资事项相关的其他未尽事宜，本公司与贵公司可签署补充协议，以确保双方权益的保障。
八、生效及解释：本证明书自双方签字之日起生效，并受法律法规的约束。
如对本证明书的解释或履行发生争议，应通过友好协商解决；协商不成的，可以依法向有管辖权的人民法院提起诉讼。
特此证明。
本公司（盖章）：_____________代表人：_________贵公司（盖章）：_____________代表人：_________。
公商登记证明中英文版
公商登记证明在律师业务中，不免要碰到公司诉讼和非诉讼业务，届时要么处理对方当事人的英文工商登记证明，要么将中方当事人的工商登记证明处理为英文。
比较一下各种工商登记证明英文格式是有益的。
下面分别给出英属维尔京群岛、开曼岛和中国的公司登记证。
英属维尔京群岛的公司登记证TERRITORY OF THE BRITISH VIRGIN ISLANDSTHE INTERNATIONAL BUSINESS COMPANIES ACT(CAP. 291)CERTIFICATE OF INCORPORATION (SECTIONS 14 AND 15)No. _____________The Registrar of Companies of he British Virgin Islands HEREBY CERTIFICATES pursuant to the International Business Companies Act, Cap. 291 that all the requirements of the Act in respect of incorporation having been satisfied. ____________, is incorporated in the British Virgin Islands as an international Business Company this th day of ___________ (month), _______________ (year).Given under my hand and seal at Road Town.in the territory of the British Virgin Islands.SealCRT _____________REGISTRAR OF COMPANIES开曼岛的公司登记证CERTIFICATE OF INCORPORATION_______, Registrar of Companies of the Cayman Islands, DO HEREBY CERTIFY, pursuant to the Companies Law (Revised) that all the requirements of the said law in respect of registration were compiled with by ___________ and Exempted Company incorporated in the Cayman Islands with Limited Liability effect from this 2nd Days of August Two Thousand and One.中国的公司登记证企业法人营业执照（副本）注册号：＿＿＿＿＿＿＿＿名称：住所：法定代表人：注册资本：企业类型：经营范围：营业执照：成立日期：登记机关：＿＿＿＿＿＿＿＿＿＿工商行政管理局发证日期：参考译文License for Business Corporations(Duplicate)Reg. No ______________Name:Domicile:Legal Representative:Registered Capital:Type of Enterprise:Scope of Business:Term of Business:Date of Establishment:Date of Issuance:Issuing Authority: _____________ Industrial and Commercial Administration (seal)。
Certificate of Incorporation出资证明完整篇.doc
Certificate of Incorporation出资证明-The total authorized stock of this corporation shall consist of _________ shares of common stock having a par value of $,_________ per share and _________ shares of preferred stock having a par value of $,_________ per share. Authority is hereby expressly granted to the Board of Directors to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of the corporation. This corporation shall from time to time in accordance with the laws of the State of _________ increase the authorized amount of its Common Stock if at any time thenumber of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the conversion of the Preferred Stock.The Preferred Stock shall be divided into series, and _________ shares of Preferred Stock are designated Series A Preferred Stock ( Series A Preferred Stock ). The Series A Preferred Stock shall have the rights, preferences and other terms as are set forth in this Article 4.4.1. Dividends.(a) The holders of the Series A Preferred Stock shall be entitled to receive dividends, prior and in preference to any dividend on Common Stock, at the rate of $,_________ per share of Series A Preferred Stock, per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares), whenever funds are legally available and when and if declared by the Board of Directors. The dividends shall be non-cumulative and non-accruing.(b) No dividends (other than those payable solely in Common Stock) shall be paid on any Common Stock of the Corporation during any fiscal year of the Corporation until dividends in the total amount set forth above per share of Series A Preferred Stock per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares) shall have been paid or declared and set apart during that fiscal year on the Series A Preferred Stock, and no dividends shall be paid on any share of Common Stock unless a dividend (including, for this purpose the amount of any dividends paid pursuant to the provisions of Subsection 4.1(a)) is paid with respect to all outstanding shares of Series A Preferred Stock in an amount for each such share of Series A Preferred Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series A Preferred Stock could then be converted.4.2. Liquidation Preference.(a) In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock by reason of their ownership thereof, the amount of $,_________ per share then held by them (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all declared but unpaid dividends on each such share. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders and the holders of any other class or series of preferred stock ranking on a parity with or senior to the Series A Preferred Stock of the full preferential amountsdue to such holders, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the holders of any other such class or series of preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.(b) After payment has been made to the holders of the Series APreferred Stock and the holders of any other class or series of preferred stock of the full amounts to which they shall be entitled as provided in Section 4.2(a) , the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of Common Stock in proportion to the shares of Common Stock then held by each.(c) A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 4.2, but shall be subject to the provisions of Section 4.5 hereof.4.3. V oting Rights.Except with respect to the election of directors of the Corporation, the holder of each share of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law), voting together as a single class, and shall be entitled to notice of anystockholders’ meeting in accordance with the By-laws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).4.4. Conversion Rights. The holders of the Series A Preferred Stock shall have the conversion rights as follows:(a) Right to Convert: Each share of the Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such shares, into one fully paid and nonassessable share of Common Stock (the Series A Conversion Rate ), subject to adjustment as hereinafter provided.(b) Automatic Conversion.1. Initial Public Offering. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Series A Conversion Rate immediately upon theclosing of the sale of the Corporation’s Common Stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (other than a registration relating solely to a transaction under Rule 145 under such Act (or any successor thereto) or to an employee benefit plan of the Corporation), (i) at a public offering price (prior to underwriter commissions and expenses) equal to or exceeding $20.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares), and (ii) the aggregate proceeds to the Corporation (before deduction for underwriter commissions and expenses relating to the issuance, including without limitation fees of the Corporation’s counsel) of which equal or exceed $,_________.2. Stockholder V ote. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Series A Conversion Rate upon the affirmative vote or written consent of holders of not less than two-thirds of the shares of Series A Preferred Stock outstanding at such time.(c) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporationor of any transfer agent for such stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.(d) Adjustments to Conversion Prices for Combinations or Subdivisions of Common Stock. In the event that this Corporation at any time or from time to time after the date of filing of this Restated Certificate of Incorporation shall declare or pay any dividend on the Common Stock payable in Common Stock or in any right to acquire Common Stock, or shall effect a subdivision of the outstandingshares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or in the event the outstanding shares ofCommon Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the Series A Conversion Rate in effect immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately and equitably decreased or increased, as appropriate.(e) No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation.(f) Certificates as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Rate pursuant to this Section 4.4 , the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred Stock, as the case may be, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder alike certificate setting forth (i) such adjustments and readjustments, (ii) the applicable Series A Conversion Rate at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such Series A Preferred Stock.(g) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate of Incorporation.(h) Fractional Shares. No fractional shares shall be issued uponthe conversion of any share or shares of Series A Preferred Stock. All shares of CommonStock (including fractions thereof) issuable upon conversion of more than one share of Series A Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board of Directors of the Corporation).(i) Adjustments. Except under the circumstances set forth in Section 4.5 below (in which case this subsection (i) shall not apply), in case of any reorganization or any reclassification of the capital stock of the Corporation, any consolidation or merger of the Corporation with or into another corporation or corporations, or the conveyance of all or substantially all of the assets of the Corporation to another corporation, each share of Series A Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property (including cash) to which a holder of the number of shares of Common Stock deliverable upon conversion of such share of Series A Preferred Stock would have been entitled upon the record date of (or date of, if no record date is fixed) suchreorganization, reclassification, consolidation, merger or conveyance, and, in any case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth herein shall thereafter be applicable, as nearly as equivalent as is practicable, in relation to any shares of stock or the securities or property (including cash) thereafter deliverable upon the conversion of the shares of such Series A Preferred Stock.4.5. Merger, Consolidation.(a) At any time, in the event of:1. a consolidation or merger of the Corporation with or into any other corporation, or any other entity or person in which the stockholders of the Corporation hold in the aggregate less than one-half of the outstanding voting securities of the surviving entity after the merger,2. any corporate reorganization in which the stockholders of the Corporation hold in the aggregate less than one-half of theoutstanding voting securities of the surviving entity after the merger,3. a sale of all or substantially all of the assets of the Corporation, or4. a reorganization of the Corporation as defined in Section 368(a)(1)(B) of the Internal Revenue Code of 1986 or in which more than fifty percent (50%) of the outstanding stock of the Corporation is exchanged (calculated on an as-converted to Common Stock basis), the holders of the Series A Preferred Stock, the holders of any other class or series of preferred stock hereafter created and issued and the holders of Common Stock shall be paid in cash or in securities received from the acquiring corporation or in a combination thereof, at the closing of any such transaction, amounts per share equal to the amounts per share which would be payable to such holders pursuant to Section 4.2 if all consideration received by the Corporation and its stockholders in connection with such event were being available distributed in a liquidation of the Corporation; provided, however, that if upon the occurrence of such event, the assets and funds thus available for distribution among the holders of the Series A Preferred Stock and the holders of any other class or series of preferred stock ranking on a parity with or senior to the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amounts due to them pursuantto Section 4.above, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the holders of any other such class or series of preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.(b) Any securities to be delivered to stockholders pursuant to Section 4.5(a) above shall be valued as follows:(i) Securities not subject to investment letter or other similar restrictions on free marketability:1. If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the 30-day period ending three (3) days prior to the closing;2. If actively traded over-the-counter, the value shall be deemed to be the average of the midpoints of the closing bid and ask prices over the 30-day period ending three (3) days prior to the closing, and3. If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of not less than a majority of the outstanding Series A Preferred Stock; and (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in (i) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by theCorporation and the holders of not less than a majority of the outstanding Series A Preferred Stock. (iii) In the event of any dispute between the Corporation and the holders of Series A Preferred Stock regarding valuation issues as provided in this Section4.5(b), such dispute shall be submitted to binding arbitration in accordance with the currently prevailing commercial arbitration rules of the American Arbitration Association. The decisions and awards rendered in such proceedings shall be final and conclusive and may be entered in any court having jurisdiction thereof.(c) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than fifteen (15) days prior to the stockholders’ meeting called to approve such transaction or twenty fifteen (15) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of said notices shall describe the material terms and conditionsof the contemplated transaction as well as the terms and conditions of this Section 4.5, and the Corporation shall thereafter give such holders prompt notice of any material changes.4.6. Amendment. Any term relating to the Series A Preferred Stock may be amended and the observance of any term relating to the Series A Preferred Stock may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the vote or written consent of holders of at least a majority of the shares of the Series A Preferred Stock then outstanding and the Corporation. Any amendment or waiver so effected shall be binding upon the Corporation and any holder of shares of the Series A Preferred Stock.4.7. Restrictions and Limitations. As long as any shares of Series A Preferred Stock shall be issued and outstanding, the Corporation shall not, without first obtaining the approval (by vote or consent as provided by law) of the holders of not less than a majority of the total number of shares of the Series A Preferred Stock then outstanding:(a) amend or repeal any provision of, or add any provision to, the Company’s Restated Certificate of Incorporation or Bylaws ifsuch action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock;(b) authorize, create or issue shares of any class or series of stock having any preference or priority superior to any such preference or priority of the Series A Preferred Stock; (c) enter into any transaction or series of related transactions, as a result of which majority voting control of the Company shall have passed to another person or entity (or group of related persons or entities);(d) increase or decrease (other than for decreases resulting from conversion of the Series A Preferred Stock) the number of authorized shares of Series A Preferred Stock; or(e) amend this Subsection 4.7.4.8. No Reissuance of Preferred Stock. No share or shares of Series A Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.Certificate of Incorporation出资证明-(Pursuant to Section 245 of the General Corporation Law of the State of _________(PLACENAME))AAA Corporation, a corporation organized and existing under the General Corporation Law of the State of _________ on _________(M,D,Y) (the Corporation ) certifies as follows:1. The Corporation’s Restated Certificate of Incorporation was duly adopted by the Board of Directors by unanimous written consent in accordance with Section 245 of the General Corporation Law.2. The Corporation’s Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation as theretofore amended or supplemented, and there is no discrepancy betweenthose provisions and the provisions of the Restated Certificate.3. The Corporation’s Certificate of Incorporation is restated to read in full as follows:FIRST: The name of the Corporation is AAA Corporation.SECOND: The address of the registered office of the Corporation in the State of _________ is BBB, Ltd., _________(ADDRESS). The name of the registered agent at that address is BBB, Ltd.THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of _________(PLACENAME).FOURTH:A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is _________, consisting of_________ shares of Common Stock, par value _________ ($,_________) per share (the Common Stock ) and _________ shares of Preferred Stock, par value _________ ($,_________) per share (the Preferred Stock ).B. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of _________, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the certificate or certificates establishing the series of Preferred Stock.FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.C. On and after the closing date of the first sale of the Corporation’s Common Stock pursuant to a firmly underwritten registered public offering (the IPO ), any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Prior to such sale, unless otherwise provided by law, any action which may otherwise be taken at any meeting of the stockholders may be taken without a meeting and without prior notice, if a written consent describing such actions is signed by the holders of outstanding shares having not less than the minimumnumber of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.D. Special meetings of stockholders of the Corporation may be called only (1) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or (2) by the holders of not less than ten percent (10%) of all of the shares entitled to cast votes at the meeting.SIXTH:A. The number of directors shall initially be set at four (4) and, thereafter, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). Upon the closing of the IPO, the directors shall be divided into three classes with the term of office of the first class (Class I) to expire at the first annual meeting of the stockholders following the IPO; the term of office ofthe second class (Class II) to expire at the second annual meeting of stockholders held following the IPO; the term of office of the third class (Class III) to expire at the third annual meeting of stockholders; and thereafter for each such term to expire at each third succeeding annual meeting of stockholders after such election. Subject to the rights of the holders of any series of Preferred Stock then outstanding, a vacancy resulting from the removal of a director by the stockholders as provided in Article SIXTH, Section C below may be filled at a special meeting of the stockholders held for that purpose. All directors shall hold office until the expiration of the term for which elected, and until their respective successors are elected, except in the case of the death, resignation, or removal of any director.B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office of the class to which they have been elected expires, and until their respective successors are elected, except in the case of the death, resignation, or removal of any director. No。
出资证明书范本(根据2024年7月1日新公司法制作)
出资证明书编号：【】（公司商号简称）20【】【】出资第【】号兹证明，【】为我公司（以下简称公司）成立时的股东，完成了对我公司的出资，其出资有关情况如下：一、公司名称：【】二、公司成立日期：【】年【】月【】日三、公司注册资本：【】万元（ 人民币， 美元， 港币， 其他财产即【】）四、股东的姓名或者名称：【】五、股东认缴的出资额：【】万元（ 人民币， 美元， 港币， 其他币种即【】）六、股东实缴的出资额：【】万元（ 人民币， 美元， 港币， 其他币种即【】）七、股东的出资方式： 货币、 土地使用权、 房产、 设备、 知识产权（专利、专有技术、著作权）、 其他财产即【】八、股东出资日期（完成出资的日期）：【】年【】月【】日核发公司（盖章）：【】公司法定代表人（签名）：核发日期：【】年【】月【】日注：1.本出资证明书根据《中华人民共和国公司法》（2024年7月1日新修订版本）由北京海润天睿律师事务所赵廷凯律师团队制作，用于公司成立后向已对公司出资的股东出具，作为股东出资的证明。
2.对本出资证明中的选择项 视为选择该项。
3.未经著作权人（赵廷凯律师团队）同意，禁止将本范本转载。
4.附：《中华人民共和国公司法》关于出资证明书的有关规定。
《中华人民共和国公司法》关于出资证明书有关规定第五十五条有限责任公司成立后，应当向股东签发出资证明书，记载下列事项：（一）公司名称；（二）公司成立日期；（三）公司注册资本；（四）股东的姓名或者名称、认缴和实缴的出资额、出资方式和出资日期；（五）出资证明书的编号和核发日期。
出资证明书由法定代表人签名，并由公司盖章。
第五十六条有限责任公司应当置备股东名册，记载下列事项：（一）股东的姓名或者名称及住所；（二）股东认缴和实缴的出资额、出资方式和出资日期；（三）出资证明书编号；（四）取得和丧失股东资格的日期。
记载于股东名册的股东，可以依股东名册主张行使股东权利。
第八十六条股东转让股权的，应当书面通知公司，请求变更股东名册；需要办理变更登记的，并请求公司向公司登记机关办理变更登记。
公司所有权证明范文
公司所有权证明范文英文回答：Company Ownership Certificate.As a proof of company ownership, there are several documents that can be used. One of the most common documents is the Certificate of Incorporation. This document is issued by the government or relevant authority when a company is registered and officially recognized as a legal entity. It contains important information such as the company name, registration number, date of incorporation, and details of the company's shareholders.Another document that can serve as proof of company ownership is the Share Certificate. This document is issued to individual shareholders and represents their ownership stake in the company. It contains details such as the shareholder's name, the number of shares they own, and the class of shares. The Share Certificate is often requiredwhen conducting certain transactions, such as selling or transferring shares.In addition to these documents, there may be other supporting documents that can be used as proof of company ownership. For example, if the company has taken out a loan or secured financing, there may be loan agreements or financing documents that clearly state the ownership structure of the company. These documents can be used to demonstrate the ownership rights of the shareholders.It is important to note that the specific requirements for proof of company ownership may vary depending on the jurisdiction and the purpose for which the proof is required. Therefore, it is advisable to consult with legal professionals or relevant authorities to ensure that the appropriate documents are obtained and presented.中文回答：公司所有权证明。
出资证明书范本精选3篇
法人代表(签章)：******
核发日期：*年***月***日
副本1
出资证明书范本
编号：
一、公司全称：
二、公司成立日期：**
三、公司住址：
三、公司注册资本：
四、公司股东：***于*年向本公司缴纳货币出**元。(以上投入资金系本人自有资金，在其使用期间能以该资金担当企业的民事责任)
本出资证明经公司正式授权的法定代表人签字并加盖公司印鉴，方为有效，特此为证。
7.协议的生效与变更：
本协议自双方签署之日起生效，并对双方具有法律约束力。任何对本协议的修改或补充都应经过双方协商一致，并以书面形式作出。
8.法律适用与争议解决：
本协议的解释与有效性以中华人民共和国现行法律为准。双方如发生争议，应首先通过友好协商解决；若无法达成一致，则提交有管辖权的人民法院解决。
9.其他：
(公章)
法人代表(签章)：******
核发日期：*年***月***日
副本2
出资证明书范本
ቤተ መጻሕፍቲ ባይዱ编号：
一、公司全称：
二、公司成立日期：**
三、公司住址：
三、公司注册资本：
四、公司股东：***于*年向本公司缴纳货币出**元。(以上投入资金系本人自有资金，在其使用期间能以该资金担当企业的民事责任)
本出资证明经公司正式授权的法定代表人签字并加盖公司印鉴，方为有效，特此为证。
二、资金来源
甲方确认提供的资金属于其合法拥有，并无任何限制或纠纷。
三、出资方式
1.甲方同意在乙方向其发送书面通知后，将资金以电子转账/现金/支票等形式直接支付至乙方指定的账户/人手。
2.甲方和乙方应共同保留与该笔交易有关的所有电子转账/现金/支票等支付凭证，并在需要时向相关机构提供。
公司出资证明书范本
公司出资证明书范本
公司出资证明书范本
日期: [日期]
公司名称: [公司名称]
签发单位: [签发单位]
尊敬的有关部门领导：
根据《公司法》和相关法律法规的要求，我们特此出具公司出资证明书，确认以下事项：
一、证明公司信息
1. 公司全称：[公司全称]
2. 公司注册地质：[公司注册地质]
3. 公司法定代表人：[公司法定代表人]
4. 统一社会信用代码：[统一社会信用代码]
二、注册资本
公司注册资本总额为[注册资本总额]人民币。
三、实缴资本
截至[日期]，公司实际已实缴注册资本[实际已实缴注册资本]人民币，已完全履行了注册资本的出资义务。
四、出资方式和日期
公司出资方式为[出资方式]，具体出资日期为[出资日期]。
五、出资来源
公司出资的资金来源为[资金来源]，来源合法合规，不存在任何违法违规行为。
六、出资用途
公司出资的用途为[出资用途]，符合公司经营范围和法律法规的规定。
七、其他声明
1. 公司没有出资人之外的其他债权人或者其他债权行为，不存在拖欠员工工资、欠税等问题。
2. 公司股权结构清晰明确，不存在任何股权转让、质押、冻结或者其他限制行为。
八、补充说明
[根据实际情况进行需要的补充说明]
此致
[签发单位全称] [签发单位地质] [邮编]
[签发单位盖章]日期: [日期]。
CertificateofIncorporation出资证明.docx
CertificateofIncorporation出资证明.docxCertificate of Incorporation出资证明RESTATED CERTIFICATE OF INCORPORATIONOFAAA, INC.(a _________(PLACENAME) Corporation)The original Certificate of Incorporation of the corporation was filed with the Secretary of State of _________(PLACENAME) on _________(M,D,Y) and a restated Certificate of Incorporation was filed on _________(M,D,Y). The following Restated Certificate of Incorporation (the Restated Certificate) has been duly adopted by the Board of Directors and the Stockholders pursuant to Sections 242 and 245 of the _________(PLACENAME) General Corporation Law.1. The name of the corporation is AAA, INC.2. The address of its registered office in the State of _________(PLACENAME) is _________. The name of its registered agent at such address is BBB Company.3. The nature of the business or purposes to be conducted or promoted is:Specifically, to engage in the research, development, manufacture and marketing of chemicals, chemical compounds and products and related instruments and apparatus.Generally to conduct and carry on the business of manufacturing, selling and distributing chemicals, chemical preparations, compounds, and materials of every kind and description and all instruments, apparatus, articles and products related thereto; and to purchase, manufacture, produce, refine, mine or otherwise acquire, invest in, own, hold, use, mortgage,pledge,sell, assign, transfer, or otherwise dispose of, trade and deal in and with, any and all kinds of chemicals and source materials, ingredients, mixtures, derivatives, and compounds thereof, and any and all kinds of products of which any of the foregoing constitutes an ingredient or in the production of which any of the foregoing is used, including, without limitation, industrial chemicals of all kinds.To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of _________(PLACENAME).(a) The total number of shares of all classes of stock which the corporation shall be authorized to issue is _________ shares, divided into three classes of sharesof stock as follows: _________ shares of Class A Common Stock, par value $,_________ per share (Class A Common), _________,shares of Class B Common Stock, par value $,_________ per share (Class B Common), and _________ shares of Preferred Stock, par value $,_________ per share (Preferred Stock).(b) Except as set forth in this Article 4.(b), the Class A Common shares and Class B Common shares shall be identical in all respects and shall have equal rights and privileges.A. Dividends.(1) Subject to paragraph (2) of this paragraph A, whenever a dividend is paid to holders of Class B Common shares, the corporation shall also pay to holders of Class A Common shares a dividend at least equal in amount per share. The corporation may pay dividends to holders of Class A Common shares in excess of dividends paid, or without paying dividends, to holders of Class B Common shares.(2) If at any time a dividend is to be paid in Class B Commonshares or Class A Common shares (a Stock Dividend), such Stock Dividend may be declared and paid only as follows:(i) So long as no Class A Common shares have been issued or are outstanding, Class A Common shares may be paid to holders of Class B Common shares; or(ii) Class A Common shares may be paid to holders of Class A Common shares and Class B Common shares may be paid to holders of Class B Common shares.Whenever a Stock Dividend is paid, the same number of shares shall be paid in respect of each outstanding Class A or Class B Common share. The corporation shall not combine or subdivide shares of either of such classes without at the same time making a proportionate combination or subdivision of shares of the other of such classes.B. Voting. The holders of Class B Common shares shall have exclusive voting power except as may be provided to holders of the Preferred shares pursuant to Article 4.(c) of this Restated Certificate and except as follows:(1) With respect to the election of directors, the holders of Class A Common shares voting as a separate class shall be entitled to elect that number of directors which constitutes twenty-five percent of the authorized number of members of the Board of Directors and, if such twenty- five percent is not a whole number, then the holders of Class A Common shares shall be entitled to elect the nearest higher whole number of directors that is at least twenty-five percent of such membership. Holders of Class B Common shares voting as a separate class, subject to voting rights that may be granted to holders of Preferred shares pursuant to Article 4.(c) of this Restated Certificate shall be entitled to elect the remaining directors.Unless, and to the extent that, the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.(2) The holders of Class A Common shares shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class A Common shares and the holders of Class B Common shares (subject to voting rights of Preferred shares granted pursuant to Article 4.(c) of this Restated Certificate) shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class B Common shares; provided that any director may be removed for cause by vote of the holders of the Class A and Class B Common shares voting as a single class, in which event the holders of Class A Common shares shall have one-tenth vote per share and the holders of Class B Common shares shall have one vote per share.(3) The holders of the Class A Common shares and the holders of the Class B Common shares shall be entitled to vote as separate classes on such other matters as may be required by law or this Restated Certificate to be submitted to such holders voting as separate classes.(4) The holders of Class A and Class B Common shares shall in all matters not specified in paragraph (1), (2) or (3) of this paragraph B vote together as a single class (subject to voting rights that may be granted to any holders of Preferred shares pursuant to Article 4.(c) of this Restated Certificate); provided that the holders of Class A Common shares shall have one-tenth of a vote for each share and the holders of Class B Common shares shall have one vote for each share.(5) Any vacancy in the office of a director elected by theholders of the ClassA Common shares may be filled by a vote of such holders voting as a separate class and any vacancy in the office of a director elected by the holders of the ClassB Common shares may be filled by a vote of such holders voting as a separate class (subject to voting rights of the Preferred shares granted pursuant to Article 4.(c) of this RestatedCertificate) and, in the absence of a stockholder vote, in the case of a vacancy in the office of a director elected by either class, such vacancy may be filled by the remaining directors as provided in the by-laws. Any director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of the stockholders and until his or her successor has been chosen and has qualified. If permitted by the by-laws, the Board of Directors may increase the number of directors, and any newly created directorships so created may be filled by the Board of Directors; provided that, so long as the holders of Class A Common shares have the rights provided in paragraphs B.(1) and B.(5) of this Article 4.(b) in respect of the next previous annual meeting of。
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Certificate of Incorporation出资证明RESTATED CERTIFICATE OF INCORPORATIONOFAAA, INC.(a _________(PLACENAME) Corporation)The original Certificate of Incorporation of the corporation was filed with the Secretary of State of _________(PLACENAME) on _________(M,D,Y) and a restated Certificate of Incorporation was filed on _________(M,D,Y). The following Restated Certificate of Incorporation (the Restated Certificate) has been duly adopted by the Board of Directors and the Stockholders pursuant to Sections 242 and 245 of the _________(PLACENAME) General Corporation Law.1. The name of the corporation is AAA, INC.2. The address of its registered office in the State of _________(PLACENAME) is _________. The name of its registered agent at such address is BBB Company.3. The nature of the business or purposes to be conducted or promoted is:Specifically, to engage in the research, development, manufacture and marketing of chemicals, chemical compounds and products and related instruments and apparatus.Generally to conduct and carry on the business of manufacturing, selling and distributing chemicals, chemical preparations, compounds, and materials of every kind and description and all instruments, apparatus, articles and products related thereto; and to purchase, manufacture, produce, refine, mine or otherwise acquire, invest in, own, hold, use, mortgage, pledge,sell, assign, transfer, or otherwise dispose of, trade and deal in and with, any and all kinds of chemicals and source materials, ingredients, mixtures, derivatives, and compounds thereof, and any and all kinds of products of which any of the foregoing constitutes an ingredient or in the production of which any of the foregoing is used, including, without limitation, industrial chemicals of all kinds.To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of _________(PLACENAME).(a) The total number of shares of all classes of stock which the corporation shall be authorized to issue is _________ shares, divided into three classes of sharesof stock as follows: _________ shares of Class A Common Stock, par value $,_________ per share (Class A Common), _________,shares of Class B Common Stock, par value $,_________ per share (Class B Common), and _________ shares of Preferred Stock, par value $,_________ per share (Preferred Stock).(b) Except as set forth in this Article 4.(b), the Class A Common shares and Class B Common shares shall be identical in all respects and shall have equal rights and privileges.A. Dividends.(1) Subject to paragraph (2) of this paragraph A, whenever a dividend is paid to holders of Class B Common shares, the corporation shall also pay to holders of Class A Common shares a dividend at least equal in amount per share. The corporation may pay dividends to holders of Class A Common shares in excess of dividends paid, or without paying dividends, to holders of Class B Common shares.(2) If at any time a dividend is to be paid in Class B Common shares or Class A Common shares (a Stock Dividend), such Stock Dividend may be declared and paid only as follows:(i) So long as no Class A Common shares have been issued or are outstanding, Class A Common shares may be paid to holders of Class B Common shares; or(ii) Class A Common shares may be paid to holders of Class A Common shares and Class B Common shares may be paid to holders of Class B Common shares.Whenever a Stock Dividend is paid, the same number of shares shall be paid in respect of each outstanding Class A or Class B Common share. The corporation shall not combine or subdivide shares of either of such classes without at the same time making a proportionate combination or subdivision of shares of the other of such classes.B. Voting. The holders of Class B Common shares shall have exclusive voting power except as may be provided to holders of the Preferred shares pursuant to Article 4.(c) of this Restated Certificate and except as follows:(1) With respect to the election of directors, the holders of Class A Common shares voting as a separate class shall be entitled to elect that number of directors which constitutes twenty-five percent of the authorized number of members of the Board of Directors and, if such twenty- five percent is not a whole number, then the holders of Class A Common shares shall be entitled to elect the nearest higher whole number of directors that is at least twenty-five percent of such membership. Holders of Class B Common shares voting as a separate class,subject to voting rights that may be granted to holders of Preferred shares pursuant to Article 4.(c) of this Restated Certificate shall be entitled to elect the remaining directors. Unless, and to the extent that, the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.(2) The holders of Class A Common shares shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class A Common shares and the holders of Class B Common shares (subject to voting rights of Preferred shares granted pursuant to Article 4.(c) of this Restated Certificate) shall be entitled to vote as a separate class on the removal, with or without cause, of any director elected by the holders of Class B Common shares; provided that any director may be removed for cause by vote of the holders of the Class A and Class B Common shares voting as a single class, in which event the holders of Class A Common shares shall have one-tenth vote per share and the holders of Class B Common shares shall have one vote per share.(3) The holders of the Class A Common shares and the holders of the Class B Common shares shall be entitled to vote as separate classes on such other matters as may be required by law or this Restated Certificate to be submitted to such holders voting as separate classes.(4) The holders of Class A and Class B Common shares shall in all matters not specified in paragraph (1), (2) or (3) of this paragraph B vote together as a single class (subject to voting rights that may be granted to any holders of Preferred shares pursuant to Article 4.(c) of this Restated Certificate); provided that the holders of Class A Common shares shall have one-tenth of a vote for each share and the holders of Class B Common shares shall have one vote for each share.(5) Any vacancy in the office of a director elected by the holders of the ClassA Common shares may be filled by a vote of such holders voting as a separate class and any vacancy in the office of a director elected by the holders of the ClassB Common shares may be filled by a vote of such holders voting as a separate class (subject to voting rights of the Preferred shares granted pursuant to Article 4.(c) of this RestatedCertificate) and, in the absence of a stockholder vote, in the case of a vacancy in the office of a director elected by either class, such vacancy may be filled by the remaining directors as provided in the by-laws. Any director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of the stockholders and until his or her successor has been chosen and has qualified. If permitted by the by-laws, the Board of Directors may increase the number of directors, and any newly created directorships so created may be filled by the Board of Directors; provided that, so long as the holders of Class A Common shares have the rights provided in paragraphs B.(1) and B.(5) of this Article 4.(b) in respect of the next previous annual meeting ofstockholders, the Board of Directors may be so enlarged by the Board of Directors only to the extent that at least twenty-five percent of the enlarged Board consists of directors elected (a) by the holders of the Class A Common shares, (b) by persons appointed to fill vacancies created by the death, resignation or removal of persons elected by the holders of the Class A Common shares, (c) by directors elected by the holders of the Class A Common shares, or (d) by persons elected to fill newly created directorships in the manner provided by clauses (a), (b) or (c) above.(6) The Class A Common shares will not have the rights to elect directors set forth in paragraphs B.(1) and B.(5) of this Article 4.(b) if, on the record date for any stockholder meeting at which directors are to be elected, the number of issued and outstanding Class A Common shares is less than ten percent of the aggregate number of issued and outstanding Class A Common shares and Class B Common shares. In such case, all directors to be elected at such meeting shall be elected by holders of Class A Common shares and Class B Common shares voting together as a single class (subject to voting rights that may be granted to any holders of Preferred shares pursuant to Article 4.(c) of this Restated Certificate); provided that, with respect to said election, the holders of Class A Common shares hall have one-tenth of a vote for each share and the holders of Class B Common shares shall have one vote for each share.(7) Notwithstanding anything in this paragraph B to the contrary,the holders of Class A Common shares shall have exclusive voting power on all matters, except as may be provided to holders of the Preferred shares pursuant to Article 4.(c) of this Restated Certificate, at any time when no Class B Common shares are issued and outstanding.C. Conversion. Each holder of record of Class B Common shares may at any time or from time to time, in such holders sole discretion and at such holders option, convert any whole number or all of such holders Class B Common shares into fully paid and non-assessable Class A Common shares at the rate (subject to adjustment as hereinafter provided) of one Class A Common share for each Class B Common share surrendered for conversion. Any such conversion may be effected by any holder of Class B Common shares surrendering such holders certificate or certificates for the Class B Common shares to be converted, duly endorsed, at the office of the corporation or any transfer agent for the Class B Common shares, together with a written notice to the corporation at such office that such holder elects to convert all or a specified number of Class B Common shares and stating the name or names in which such holder desires the certificate or certificates for such Class A Common shares to be issued. Promptly thereafter, the corporation shall issue and deliver to such holder or such holders nominee or nominees, a certificate or certificates for the number of Class A Common shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made atthe close of business on the date of such surrender and the person or persons entitled to receive the Class A Common shares issuable on such conversion shall be treated for all purposes as the record holder or holders of such Class A Common shares on that date.The number of Class A Common shares into which the Class B Common shares may be converted shall be subject to adjustment from time to time in the event of any capital reorganization, reclassification of the stock of the corporation, consolidation or merger of the corporation with or into another corporation or sale or conveyance of all or substantially all of the assets of the corporation to another corporation or other entity or person. Each Class B Common share shall thereafter be convertible into such kind and amount of securities or other assets, or both, as are issuable or distributable in respect of the number of Class A Common shares into which each Class B Common share is convertible immediately prior to such reorganization, reclassification, consolidation, merger, sale orconveyance. In any such case, appropriate adjustments shall be made by the Board of Directors of the corporation in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of Class B Common shares, to the end that the provisions set forth herein (including provisions for adjustment of the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other assets thereafter deliverable on conversion of the Class B Common shares.No fraction of a Class A Common share shall be issued on conversion of any Class B Common share but, in lieu thereof, the corporation shall pay in cash therefor the pro rata fair market value of any such fraction. Such fair market value shall be based, in the case of publicly traded securities, on the last sale price for such securities on the business day next prior to the date such fair market value is to be determined (or, in the event no sale is made on that day, the average of the closing bid and asked prices for that day on the principal stock exchange on which Class A Common shares are traded or, if the Class A Common shares are not then listed on any national securities exchange, the average of the closing bid and asked prices for that day quoted by the NASDAQ System) or, in the case of other property, the fair market value on such day determined by a qualified independent appraiser expert in evaluating such property and appointed by the Board of Directors of the corporation. Any such determination of fair market value shall be final and binding on the corporation and on each holder of Class B Common shares or Class A Common shares.The corporation shall at all times reserve and keep available out of the authorized and unissued Class A Common shares, solely for the purpose of effecting the conversion of the outstanding Class B Common shares, such number of Class A Common shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Common shares and if, at any time, the number of authorizedand unissued Class A Common shares shall not be sufficient to effect conversion of the then outstanding Class B Common shares, the corporation shall take such corporate action as may be necessary to increase the number of authorized and unissued Class A Common shares to such number as shall be sufficient for such purposes.(c) The Preferred shares may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, of such Preferred shares, including without limitation of the generality of the foregoing, dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices and liquidation preferences of any wholly unissued series of Preferred shares, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.5. The corporation is to have perpetual existence.6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the corporation.7. A director of the corporation shall not be personally liable to the corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the _________(PLACENAME) General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the _________(PLACENAME) General Corporation Law is amended after approval by the stockholders of this Article 7 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the _________(PLACENAME) General Corporation Law, as so amended. Any repeal or modification of any provision of this Article 7 by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.8. The corporation reserves the right at any time, and from time to time, toamend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of _________(PLACENAME) at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.IN WITNESS WHEREOF, the undersigned have executed this certificate as of _________(M,D,Y)./s/ _________(NAME), _________(TITLE)/s/ _________(NAME), _________(TITLE)The undersigned, the President and Secretary of AAA, Inc., a _________(PLACENAME) corporation, declare under penalty of perjury that the matters set out in the foregoing Restated Certificate of Incorporation are true of their own knowledge./s/ _________(NAME), _________(TITLE)/s/ _________(NAME), _________(TITLE)。