第8章Chapter+8+Company+meetings
英文公司章程(澳大利亚)
Corporations Act 2001 (Cth)A Company Limited by SharesTH E CONSTITUTIO N( 章程 )ofXXXX Pt y Lt dABN: XXXXXXXXXXXXXPAR T ONE -GENERA L1(Name). The name of the XXXXX (AUST)Pt y Lt d.2(Limite d Liability). The liability of members is limited.3(Replaceabl e Rules). The provisions of the Corporations Act 2001 (Cth) which operate as replaceable rules apply to the company where they have been expressly included herein. Where the replaceable rules have not been included they are expressly excluded. Where there is only one (1) director and that director is also the sole shareholder the replaceable rules do not apply.4(Interpretation).(a) In this constitution unless the context otherwise requires the following words and phrases shall have the following meanings: ‘ASIC’ means the Australian Securities and Investments Commission; ‘Constitution’ means this constitution and all subsequent amendments to it; ‘Corporation s Act’ means the Corporations Act 2001 (Cth); ‘genera l meeting’ means a meeting of the company’s members; ‘Member s Register’ means the register of members to be kept pursuant to the Corporations Act; ‘Office’ means the registered office for the time being of the company; ‘replaceabl e rules’ means the replaceable rules referred to in the Corporations Act; ‘Seal’means the common seal (if any) of the company; ‘Secretary’means any person appointed to perform the duties of a secretary of the company; ‘Section’ means a section of the Corporations Act.(b) The dictionary in Part 12 Division 1 of the Corporations Act applies to this Constitution as if that dictionary were fully set out herein;(c) Where in any Chapter of the Corporations Act there are particular definitions or dictionaries applying to that Chapter or any part of that Chapter then to the extent such definitions or dictionaries are applicable to this Constitution they are to apply as if they were fully set out herein;(d) Where a Section is referred to in this Constitution it is a Section of the Corporations Act.PAR T TWO - GENERA L MEETING S5. Callin g an d notic e o f Genera l Meeting s(a) (Callin g Genera l Meetings). Any director of the company or the companysecretary on the written request of any director or of any shareholder holding not less than ten percent (10%) of the voting shares in the company may call a meeting of the company’s members.(b) (Service). A notice of general meeting must in writing and be served on each member entitled to attend and vote at the general meeting, on each director of the company and if the company has appointed an auditor on the auditor of the company. For a notice to be effectively served it must be either:(i) posted to the member, director or auditor at his, her, its last known address; or(ii) personally handed to the directors, auditor or member concerned. In the case of a member that is not a natural person by being left at its registered office or handed to a director of that corporate member.(c) (Dat e o f Service). A notice shall be deemed to have been served:(i) in the case of a notice served by post two days after posting;(ii) in the case of a notice served personally on the date it is handed to the recipient or left at the registered office or handed to a director of that corporate member.(d) (Content s o f a Notic e –Sectio n 249L). A notice of a meeting of a company’s members must:(i) Set out the place date and time for the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this); and(ii) State the general nature of the business;(iii) If a special resolution is to be proposed at the meeting, set out anintention to propose the special resolution and state the resolution;and(iv) If a member is entitled to appoint a proxy, the proxy must contain astatement setting out the following information:(A) that a member has the right to appoint a proxy;(B) whether or not the proxy needs to be a member of the company; and(C) that a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.6. Quorum(a) (Quoru m –Sectio n 249T –a replaceabl e rule). The quorum for a meeting of the company’s members is two members and the quorum must be present at all times during the meeting.(b) (Determinin g whethe r quoru m i s presen t –Sectio n 249T(2) – a replaceabl e rule). In determining whether a quorum is present, count individuals attending as proxies or body corporate representatives. However, if a member has appointed more than one proxy or representative, count only one of them. If an individual is attending both as a member and as a proxy or body corporate representative, count them only once.Note 1: For rights to appoint proxies, see section 249X.Note 2: For body corporate representatives, see section 250D.(c) (N o quoru m presen t –Sectio n 249T(3) –a replaceabl e rule). A meeting of the company’s members that does not have a quorum present within thirty (30) minutes after the time for the meeting set out in the notice of meeting is adjourned to the date, time and place the directors specify. If the directors do not specify one or more of those things, the meeting is adjourned to:(i) if the date is not specified, the same day in the next week; and(ii) if the time is not specified, the same time; and(iii) if the place is not specified, the same place.(d) (N o quoru m a t resume d meeting s –Sectio n 249T(4) –a replaceabl e rule). If no quorum is present at the resumed meeting within thirty (30) minutes after the time for the meeting, the meeting is dissolved.7. Chairperson(a) (Electio n o f Chairperson). The members shall elect an individual who is a member of the company (or a representative of a member of the company) to chair general meetings.(b) (Standin g Chairperson). The members may elect a person to be a standing chairperson and that person shall chair all general meetings at which he or she is present.(c) (Interi m Chairperson). In the event that the elected standing chairperson is not in attendance within ten (10) minutes of the time when the general meeting is convened then the members present shall elect an individual who is a member of the company (or a representative member of the company) to chair that general meeting but only during the absence of the standing chairperson. If the standing chairperson joins the general meeting after the election of a chairperson for that general meeting then the standing chairperson shall take over as chairperson of the meeting.8. (Chairperson’s castin g vot e –Sectio n 250E(3) – a replaceabl e rule). Thechairperson has a casting vote, and also, if he or she is a member, any vote he or she has in his or her capacity as a member.Note 1: The chairperson may be precluded from voting, eg. by a conflictof interest. Note 2: For rights to appoint proxies, see Section 249X.9. Adjournments(a) (Chairperso n mus t adjour n Sectio n 249U(4) –a replaceabl e rule). The chairperson must adjourn a general meeting if the members present with a majority of votes at the general meeting agree or direct that the chairperson must do so.(b) (Busines s a t adjourne d genera l meeting s –Sectio n 249W –a replaceabl e rule). Only unfinished business is to be transacted at a general meeting resumed after an adjournment.(c) (Notic e o f adjourne d genera l meeting s –Sectio n 249M –a replaceabl e rule). When a general meeting is adjourned, a new notice of the resumed generalmeeting must be given if the general meeting is adjourned for one month or more.10. Votin g an d Poll s(a) (Sho w o f hand s Sectio n 250J(1) – a replaceabl e rule). A resolution put to the vote at a general meeting must be decided on a show of hands unlessa poll is demanded.(b) (Prox y vote s Sectio n 250J(1A) – a replaceabl e rule). Before a vote is taken the chairperson must inform the general meeting whether any proxy votes have been received and how the proxy votes are to be cast.(c) (Resul t Sectio n 250J(2) – a replaceabl e rule). On a show of hands, a declaration by the chairperson is conclusive evidence of the result, provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chairperson nor the minutes of the general meeting need to state the number or proportion of the votes recorded in favour or against.(d) (Whe n a pol l mus t b e take n –Sectio n 250M(1) – a replaceabl e rule).A poll demanded on a matter other than the election of a chairperson or the question of an adjournment must be taken when and in the manner the chairperson directs.(e) (Electio n o f chai r o r adjournmen t –Sectio n 250M(2) – a replaceabl e rule). A poll on the election of a chairperson or on the question of an adjournment must be taken immediately.(f) (Sho w o f hand s o r pol l Sectio n 250E(1) –a replaceabl e rule). Subject to any rights or restrictions attached to any class of shares, at a general meeting:(i) on a show of hands, each member has one vote; and(ii) on a poll, each member has one vote for each share they hold.(g) (Jointl y hel d shares). If a share is held jointly and more than one member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.(h) (Menta l Incapacity). If a member is of unsound mind or is a person whose estate is liable to be dealt with in any way under the laws relating to mental health, the member’s committee or trustee or such other person as may properly have the management of his or her estate may exercise any rights of the member in relation to a general meeting as if the committee, trustee or other person were the member.(i) (Unpai d Calls). A member shall not be entitled to vote at a general meeting unless all calls and other sums presently payable by the member in respect of shares in the company have been paid.(j) (Objection s t o righ t t o vote). A challenge to a right to vote at a general meeting:(i) may only be made at the meeting; and(ii) must be determined by the chair, whose decision is final.11. Proxies(a) (Appointmen t o f Prox y –Sectio n 249X(1) – a replaceabl e rule). A member who is entitled to attend and cast a vote at a general meeting may appoint a person as the member’s proxy to attend and vote for the member at that general meeting.(b) (Proportio n o r numbe r o f vote s –Sectio n 249X(2) –a replaceabl e rule). The appointment may specify the proportion or number of votes that the proxy mayexercise.(c) (Members’entitlemen t t o appoin t mor e tha n on e prox y –Sectio n 249X(3) – a replaceabl e rule). If the member is entitled to cast two or more votes at the general meeting, that member may appoint two proxies. If the member appoints two proxiesand the appointment does not specify the proportion or number of the member’s votes each proxy may exercise half of the votes. Where this results in fractions of votes then these fractions are to be disregarded.(d) (Instrumen t o f Proxy). An instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.(e) (Particula r Resolution). An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy shall not be entitled to vote on the resolution except as specified in the instrument.(f) (Abstention). An instrument appointing a proxy may specify that the proxy is to abstain from voting in respect of a particular resolution and, where an instrument of proxy so provides, the proxy shall not vote in respect of the resolution.(g) (Deman d fo r Poll). An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.(h) (For m o f Proxy). An instrument appointing a proxy shall be in the following form or in a form that is as similar to the following form as the circumstances allow:FORMAPPOINTMENT OF PROXY I/We, _________________________, of ________________________, being a member/members of the abovenamedcompany, hereby appoint _____________________ of _________________________ or, failing him/her, _____________________ of _________________________ or, failing him/her, the chairperson of the meeting as my/our proxy to vote for me/us and on my/our behalf* at all general meetings of the company until further notice/* at the *annual general/*general meeting of the company to be held on the ______ day of _______________ 20____ and at any adjournment of that meeting. *My/our proxy is entitled to vote with respect to *_______% of my/our shares/*_____ shares. This form is to be used in accordance with the directions below. Unless the proxy is directed, he/she may vote orabstain as he/she thinks fit.For Against Abstain [Description ofresolution] *Strike out whichever isnot desired.(Signature)INSTRUCTION S FO R EXECUTIO N O F FOR M O F PROX Y(i) To direct the appointee to cast all votes covered by this instrument in respect of an item of business in a particular manner either on a show of hands or on a poll, place a sufficient indication (including, without limitation, a tick or a cross) in the relevant box in respect of that item of business.(ii) To direct the appointee to cast some only of the votes covered by this instrument in respect of an item of business in a particular manner, place in the relevant box in respect of that item of business either the number of votes to be cast in that manner on a poll or the percentage of the total votes covered by this instrument to be so cast on a poll. This direction, if given, is also an instruction to the appointee to vote according to the appointee’s discretion on a show of hands.(i) (Receip t o f Proxy). An instrument appointing a proxy shall not be treated as valid unless the instrument of proxy, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of that power or authority, is or are:(i) deposited, not less than 48 hours before the time for holding the general meeting or adjourned general meeting at which the person named in the instrument proposes to vote at the office or at such other place in Australia is specified for that purpose in the notice convening the general meeting; or (ii) in the case of a poll, deposited not less than 24 hours before the time appointed for the taking of the poll, at the office or at such other place in Australia as is specified for that purpose in the notice convening the general meeting; or(iii) in any case, handed to the Chairperson of the general meeting prior to the commencement of the general meeting.(j) (Standin g Proxy). Notwithstanding anything elsewhere contained the appointment of a proxy may be a standing one.(k) (Validit y i f deat h incapacit y o r revocation). Unless the company has received written notice of the death of the member before the start or resumption of the general meeting at which a proxy votes, a vote cast by the proxy will be valid even if died before the proxy votes:(i) the appointing member dies; or(ii) the member is mentally incapacitated; or(iii) the member revokes the proxy’s appointment; or(iv) the member revokes the authority under which the proxy was appointed by a third party; or(v) the member transfers the share in respect of which the proxy was given.(l) (Prox y an d membe r present). A proxy’s authority to vote is suspended while the member is present at the general meeting.12. Convenin g o f Genera l Meeting s(a) (Severa l locations). The company may hold a general meeting at two or more venues using any form of technology that gives the members as a whole a reasonable opportunity to participate.(b) (Genera l meeting s i n Australia). Notwithstanding anything elsewherecontained unless all members entitled to attend and vote at general meetings agree in writing to the contrary all general meetings of members must be held in Australia and in a State in which the majority of members reside or have their place of business. If there is no such State then the State in which the greatest number of members reside or have their place of business.13. Resolution s o f Member s withou t a Genera l Meetin g(a) (Signe d minut e o f resolution). Subject to section 249A the company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.(b) (Severa l counterparts). A minute of resolution passed pursuant to paragraph (a) may be signed in separate copies provided the resolution and the statement are identical in all copies.(c) (Tim e passed). A resolution passed pursuant to paragraph (a) or (b) shall for all the purposes of this Constitution be passed when the last member signs the document or counterpart.(d) (On e Member). Where the Company has only one member, a document recording the resolution and the date and time and signed by the member shall for all purposes be a validly passed resolution. Where the one member is a company, a corporate representative approved for that company under Section 250D of the Corporations Act may sign such resolution.(e) (Notification). Where under the Corporations Act there is a requirement that information or documents be given to members then that requirement shall be satisfied if such information or documents are given to the members with the document to be signed.(f) (Lodgement). Where under the requirements of the Corporations Act a copy of the notice of the general meeting must be lodged with ASIC, it shall be sufficient if the copy of the documents signed by the members is lodged with ASIC and if there is a requirement that a copy of any other document or information be lodged with ASIC then it will be sufficient if that information or documents are so lodged.PAR T THREE -DIRECTOR S AN D OTHE R OFFICER S14. Appointmen t o f Director s(a) (Appointmen t o f director s b y members). Provided a person has consented in writing to be appointed as a director of the company then the company may appoint a person as a director by resolution to that effect passed at a general meeting. The Company must have at least one director at all times.(b) (Appointmen t o f director s b y othe r directors). Provided a person has consented in writing to be appointed as a director of a company then the directors of the company may by directors’ resolution appoint that person as a director of the company.(c) (Ter m o f appointment). The resolution appointing a director may specify the term of his/her appointment. Where no such term is specified then that person shall continue as a director:(i) until any other director’s term of appointment comes to an end andthen that appointee shall be eligible for reappointment; or(ii) where the other directors do not have any term or terms of appointment then the appointee shall continue as a director until he or she retires resigns dies or is removed.15. Ceasin g t o b e a Director.(a) (Deat h o r resignation). A director shall cease to be a director upon his or her retirement resignation or death. A resignation of a director must be in writing and shall be effective from the later of the following two dates and times:(i) the date and time stated in the resignation as being the date and time upon which it shall take effect; or(ii) the date and time it is served on the company at its registered office or upon the company secretary or if there is no company secretary upon any other director of the company.(b) (Remova l b y members). Subject to paragraph (d) a director may be removed from office by ordinary resolution of the members of the company. This shall have effect notwithstanding any term of appointment specified in that director’s appointment and notwithstanding any employment contract arrangement or service agreement stipulating that the person shall be a director of the company for a specified term.(c) (Remova l b y directors). Subject to paragraph (d) a director may be removed from office by directors’resolution of the directors of the company. This shall have effect notwithstanding any term of appointment specified in that director’s appointment and notwithstanding any employment contract arrangement or service agreement stipulating that the person shall be a director of the company for a specified term.(d) (Shareholder s Agreement). Where there is a shareholders agreement between the members of the company and it provides that a person may not be removed except with a written consent or approval of any particular member or person then the rights of the members in paragraph (b) hereof and the directors in paragraph (c) hereof can only be exercised if the consent or approval required under the shareholders agreement has first been obtained.(e) (Automati c Cessation). A person shall cease to be a director automatically and without the need for the passing of any resolution removing him or her if by virtue of Section 206B of the Corporations Act that person is disqualified from managing a corporation. A person shall also cease to be a director automatically if that person:(i) becomes an insolvent under administration under any Act;(ii) becomes a person of unsound mind who is a person whose person or affairs or estate is being dealt with in any way under the laws then applying in respect to mental health.(f) (Othe r right s t o remov e a director). Any director of the company or any shareholder holding not less than 20% of the issued share capital in the company may notwithstanding any other provision in this Constitution by notice to the secretary of the company remove a director where that director has:(i) notwithstanding the receipt of notice of directors’ meetings failed to attend three consecutive directors’ meetings without reasonable excuse orconsent of all of the other directors;(ii) changed his or her residential address and failed to notify the company secretary of his or her new residential address within one month of the date of such change;(iii) if the director is a director by reason only of the fact that he or she is an employee of the company and that director for whatever reasonceases to be employed by the company;(iv) if the director is a member of the company and he or she fails to pay any call made with respect to his or her shares as and when that call becomes payable;(v) if the director has a material personal interest in any contract or arrangement with the company and he or she fails to disclose that material personal interest to all of the directors of the company within a reasonable time of he or she becoming aware of such material personal interest.16. Remuneration, director s fee s an d expense s(a) (Director s ma y fi x thei r remuneration). The directors of the company may from time to time by resolution fix the directors fees payable to directors and any other remuneration payable to directors generally or to any particular director.(b) (Expenses). The company may from time to time pay a directors’travelling and other expenses are properly incurred by him or her in:(i) attending directors’ meeting or any meetings of committees of directors; and(ii) attending any general meetings of the company; or(iii) connection with the company’s business.Where a director has incurred an expense then the company may reimburse that expense to the director upon being provided with such evidence thereof as thecompany may reasonably require.17. Power s o f Director s(a) (Managemen t o f Busines s –Sectio n 198A(1) –a replaceabl e rule). The business of a company is to be managed by or under the direction of the directors.(b) (Exercis e o f powers). The directors may exercise all the powers of the company except any powers that under the Corporations Act or under this Constitution is required to be exercised only pursuant to or after the passing of a resolution of the members of the company in general meeting.(c) (Appointmen t o f attorneys). The directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the company for such purposes, with such powers, authorities and discretions (being powers, authorities anddiscretions vested in or exercisable by the directors), for such period andsubject to such conditions as they think fit.(d) (Protection s an d delegatio n b y attorney). Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.(e) (Executio n o f negotiabl e instrumen t –Sectio n 198B(1) –a replaceabl e rule). Any two directors of the company may sign, draw, accept, endorse or otherwise execute a negotiable instrument.(f) (Director s ma y determin e differen t executio n –Sectio n 198B(2) – a replaceabl e rule). The directors may determine by resolution that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.(g) (Delegatio n o f powers). The directors may from time to time by resolution delegate any of their powers to:(i) the managing director of the company;(ii) any executive director of the company;(iii) any committee or committees of directors of the company;(iv) any nonexecutive director of the company;(v) any other person employed by the company or retained as an agent or representative of the company.In delegating such powers the directors may impose such conditions, limitations and qualifications to the exercise of those powers as theymay think fit.(h) (Committee s o f Directors). A committee to which any powers have been delegated shall exercise those powers delegated in accordance with any directions of the directors and a power so exercised shall be deemed to have been exercised by the directors.(i) (Appointmen t o f Chairperson). The members of such a committee shall elect as the first item of business one of their number as chairperson of their meetings. Where such committee meetings are held and:(i) a chairperson has not been elected; or(ii) the chairperson is not present within ten minutes after the time appointed for the holding of the meeting or is unwilling to act;(iii) the members of the committee that are present shall elect one of their number to be chairperson of that committee meeting.(j) (Committe e Meetings). Such a committee of directors may meet and adjourn as they think fit. Questions arising at a meeting of a committee shall be determined by a majority of votes of the members of the committee present and voting. In the case of an equality of votes, the chairperson, in addition to his or her deliberative vote (if any), shall have a casting vote.(k) (Us e o f Technology). Provided that all of the members of a committee consent, the members may participate in a meeting of the committee by means of any technology allowing all persons participating in the meeting to hear each other at the same time. Any member of a committee participating in such a meeting shall。
公司法英文对照(1)完整篇.doc
公司法英文对照（1）-; TABLE OF CONTENTS; 第一章：总则Chapter One：General Provisions; 第二章：有限责任公司的设立和组织机构Chapter Two：Establishment and Organs of Limited Liability Company; 第一节：设立Section One Establishment; 第二节：组织机构Section Two Organs; 第三节：国有独资公司Section Three. Wholly State-owned Company; 第三章：股份有限公司的设立和组织机构Chapter Three：Establishment and Organs of Joint Stock Limited Company; 第一节：设立Section One. Establishment; 第二节：股东大会Section Two. Shareholders’ general committee; 第三节：董事会、经理Section Three. Board Of Directors And General Manager; 第四节：监事会Section Four. Board Of Supervisors; 第四章：股份有限公司的股份发行和转让Chapter Four：Issue and Transfer of Shares of Joint Stock Limited Company; 第一节：股份发行Section One. Issue Of Shares; 第二节：股份转让Section Two. Transfer Of Shares; 第三节：上市公司Section Three. Listed Company; 第五章：公司债券Chapter Five：Company Bonds; 第六章：公司财务、会计Chapter Six：Financial and Accounting Affairs of Company; 第七章：公司合并、分立Chapter Seven：Merger and Division of Company; 第八章：公司破产、解散和清算Chapter Eight：Bankruptcy，Dissolution and Liquidation of Company; 第九章：外国公司的分支机构Chapter Nine：Branch of Foreign Company; 第十章：法律责任Chapter Ten：Legal Liabilities; 第十一章：附则Chapter Eleven：Supplementary Provisions; 第一章：总则Chapter One：General Provisions; 第一条：为了适应建立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，根据宪法，制定本法。
《商务英语视听说》下册教案
《商务英语视听说》下册教案一、教学目标1. 提高学生的商务英语听说能力，使他们在商务场合能够流利地使用英语进行沟通。
2. 培养学生对商务英语听说的兴趣，增强他们的学习积极性。
3. 帮助学生掌握一定的商务知识和交际技巧，提高他们的商务沟通能力。
4. 培养学生的团队合作精神，提高他们的综合素质。
二、教学内容1. Chapter 1: Business MeetingsTopics: Preparing for a meeting, Starting a meeting, Handling meeting procedures, Closing a meetingSkills: Listening for mn ideas, Taking notes, Participating in discussions, Giving presentations2. Chapter 2: Business PresentationsTopics: Preparing a presentation, delivering a presentation, Using visual ds, Handling questionsSkills: Listening for specific information, Summarizing, Analyzing, Evaluating3. Chapter 3: NegotiatingTopics: Preparing for negotiation, Establishing mon ground, Handling concessions, Closing a dealSkills: Listening for detls, Interpreting meaning, Persuading, Negotiating4. Chapter 4: Teleconferences and Video ConferencesTopics: Setting up a teleconference, Participating in a video conference, Using technology effectively, Handling technical problemsSkills: Listening over the phone, Non-verbal munication, Adapting to different munication styles5. Chapter 5: Business CorrespondenceTopics: Writing business letters, Writing es, Formatting documents, Proofreading and editingSkills: Listening for relevant information, Summarizing, Writing clearly and concisely, Proofreading三、教学方法1. 任务型教学法：通过模拟商务场景，让学生在实际操作中练习商务英语听说能力。
公司章程翻译模板中英文对照
……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。
In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, these articles of association are hereby formulated.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。
公司增加、减少及转让注册资本，由股东做出决定。
公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。
证件翻译大全---公司章程英文翻译样本
证件翻译大全---公司章程英文翻译样本Specially used for setting up of Executive DirectorArticles of AssociationFuzhou X X X Co., Ltd.Chapter One General ProvisionsArticle 1 To regulate the organization and the activities of the company and formulatea self-development and self-discipline mechanism and to protect the legitimate rights and interests of the shareholders and the creditors, this Articles of Association is formulated in the spirit of P.R.C. Company Law and Regulations on Company Registration and administratio n .Article 2 Name of the company: Fuzhou X X X X Materials Co., Ltd.Article 3 Address of the company: Riverside to the back of Gangkou Technical School, Luoxing Tower, Mawei District, Fuzhou City.Article 4 Legal representative: X X X .Article 5 Scope of business: wholesale and retail of construction materials, steel,hardware and house appliances (the above scope of business shall be subject to the approval of the industry and commercial administration authority).Article 6 The Company takes the form of limited liability, wherein the shareholders assume liability towards the company to the extent of their respective capital contributionsand the company shall be liable for its debts to the extent of all its assets.Article 7 The Company shall possess the right to the entire property of the legalperson formed by the investments of the shareholders and enjoy the civil rightsand bear the civil liabilities in accordance with the law.Article 8 The Company shall conduct all its business activities within their registere dscope of business and, be subjected to the supervision and administration of industry and commerce administration bodies and the tax bureau.Article 9 The Company shall, with all its legal person assets, operate independently an dbe responsible for its own profits and losses according to law. The company shall be registere din the industry and commerce body and obtain the qualification of an enterprise legal perso n.Its lawful rights and interests shall be protected by the laws and regulations of the State.Chapter Two Registered Capital, Contribution: the Way, Amount and TermsArticle 10 The registered capital of the company is RMB500,000.00 yuan, among which the cash RMB500,000.00, the kinds 0 , non patent technology 0 , industry property right 0 ,land use right 0 . .Article 11 Name of shareholders, name of institution and way of contribution:(1) Name of shareholder: X X X ; Address: 63 Qi Lane, Yuanshan Rd., Mawei District,Fuzhou City; capital contributed: 300,000, taking up 60% of the total amount;(2) Name of shareholder X X X , Address: 49 Xichen, Kuai’an Village, MaweiTown, Mawei District, Fuzhou City; capital contributed: 200,000, accounting for 40%;Article 12 Time limitation of the registered capital:Each shareholder shall pay up its contribution to the registered capital of the Company in the following terms:1) Within 5 days from the date on which the Articles of Association is formulated,to contribute all the registered capital.2) Within years to contribute all the registered capital in installments; the first installment of , accounting for of the total registered capital,shall be paid within days after the formulation of this Articles of Associatio n;the secondinstallment , accounting for % of the total registered capital, shall bepaid before the date ; the third installment , accountingfor % of the total registered capital, shall be paid before the date ; and ; the fourth installment , accounting for of the total registered capital,shall be paid before the date .Article 13. Delay of contribution constitutes breach of contract and the breachingparty shall bear the resulting liabilities.Article 14 After the company is established, it shall issue a Certificate of CapitalContributionto the shareholders, which is not allowed to circulate and transact in the marke t.Chapter Three Shareholders and the Shareholders’ MeetingArticle 15 The shareholders of the Company enjoy the following rights and bearthe following responsibilities:I) The shareholders of the Company enjoy the following rights:1) to vote in proportion to its contribution of capital;2) to access to the information of the position and financial status of the company;3) to elect or to be elected as member of the board of directors, supervisors,or manager;4) to draw the dividends in proportion to its contribution of capital;5) to enjoy the priority in purchasing the capital contribution to be assigned byother shareholders;6) to enjoy the priority in subscription for new shares where the Company increasesits registered capital;7) to share the remaining property or bear the responsibilities from the risksof the Company in proportion to its contribution of capital upon the termination of the Compan y;8) to participate in the formulation and amending the Articles of Association, and9) other rights provided by the Articles of Association.II) The shareholders of the Company bear the following liabilities:1) to observe the Articles of Association;2) to pay up its contribution of capital in time;3) to bear the responsibilities of the Company to the extent of its contribution of capit al tothe company;4) not to withdraw the capital contributions once the company is registered.Article 16 The shareholders’ meeting is composed of all the shareholders and isthe organ of power of the company.It shall exercise the following functions and powers:1) to decide on the operation policy and investment plan of the Company;2) to elect and remove members of the executive director and to decide on matters concerning the remuneration of the person;3) to elect or replace the supervisors who are representatives of the shareholders and to decide upon matters concerning the remuneration of the supervisors;4) to examine and approve the reports of the directors or the supervisors;5) to examine and approve the annual financial budget plan, final accounts plan;6) to adopt resolutions on the increase or reduction of the registered capital of thecompany and on the assignment of capital contribution to a party other than shareholderof the company;7) to adopt resolutions on matters such as the merger, division, transformation,dissolution, termination and liquidation of the company;8) to amend the Articles of Association of the company.Article 17 The first shareholders; general meeting is to be presided by theshareholder with thelargest contribution; the regular and interim meetings shallbe presided over by the executive director.Where special circumstances precludethe executive director fromperforming his function, the meeting shall be presidedover by shareholder designated by the chairman.The shareholders shall exercisethe right to vote in proportion totheir contribution.Article 18 Resolution(s) of the shareholders’ meeting regarding the increase ordecrease of registered capital, division, merger, dismissal or change of company forms,amendment of it shall be adopted by shareholders of the company representing two-thirds or mo re of the voting rights.Chapter Four Executive Director and the General Manager.Article 19 The Company shall have an executive director, who shall beresponsible to the shareholders’ meeting.Article 20 The executive director exercises the following functions and powers:1) to be responsible for convening shareholders’ meetings and to report itswork to the shareholders’meetings;2) to implement the resolutions of the shareholders’ meetings and decide onthe businessstrategy and development plan and the formation of theadministration of the company;3) to decide on the establishment of the company’s internal management organs;4) to formulate the annual financial budget plan and final accounts plan of the company and plans for profit distribution and plans for making up losses of the company;5) to formulate plans for the increase or reduction of the registered capital ofthe companyand plans for major issues such as the merger, division, termination and liquidation of the company;6) to decide on the establishment of the company’s internal management organs;7) to appoint or dismiss the company’s general manager and other high rankingofficers of the company and decide their numeration;8) to formulate the basic administration system of the company.Article 21 The executive director of the company shall be elected with overhalf of the vote of the whole shareholders, which shall also be the conditions for removal. Article 22 The shareholders’ meeting have elected the executive director X X Xas the legal representative of the company, who shall represent the company to exercise the right of signing the legaldocuments. The legal entity shall bear the liability of the representative’s activities in the name ofthe company.Article 23 The Company shall have a General Manager, who is appointed by the shareholders’ meeting (or to be served by the executive director concurrently). The General M anager will be responsible for thedaily operation and management of the company and exercise the following functionsand powers:1) to be in charge of the daily operation and management of the company and toorganize the implementation of resolutions of the directors’ meeting;2) to organize the implementation of the company's annual business plan andinvestment plan;3)to propose plans for the putting in place of the company's internal management structure; basicmanagement system; and to formulate specific rules and regulations forthe company;4) to propose the appointment or dismissal of the company's deputy manager(s), financial officers anddepartment managers and management officers other than those required to be appointedor dismissed by the executive director;5) other powers conferred by the company's articles of association.Article 24 The Company shall have one supervisor, which shall be taken up byX X X The termof office of the supervisor is three years. At the end of a supervisor's term, the supervisor may serve another term,if reelectedThe supervisor exercises the following powers:(1) to inspect the company's financial situation;(2) to exercise supervision over the acts of the executive director and manager carried out whileperforming their corporate functions;(3) to demand remedies from the director or manager when the acts of suchdirector or manager are harmful to thecompany's interests;(4) to propose the convening of an interim shareholders' meeting;(5) other powers conferred by the company's articles of associationArticle 25 The directors, supervisors and the manager of the company shall not use theirpositions, functions and powers in the company to seek personal gains。
THECOMPANIESORDINANCE香港公司章程中英文
T H E C O M P A N I E S O R D I N A N C E C H A P T E R3 2公司条例香港法例第32章Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST& UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED中正财经法律翻译有限公司的组织章程大纲First:- The name of the Company is " JUST & UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED”.Second:- The Registered Office of the Company will be situated in Hong Kong.Third: - The liability of the Members is limited.Fourth:- The Share Capital of the Company is HK$10, divided into 10,000 shares of HK$ each with the power for the company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.第一：公司名称为“中正财经法律翻译有限公司”;第二：公司注册地址为香港;第三：成员的责任是有限的;第四：公司的股本为港币10, 元,分为10,000股,每股港币元;公司有权增减上述股本及发行原始或经增加的股本之任何部分,不论该等股本是否附有优惠、优先权或特权,或是否受限于权利的延迟行使或任何条件或限制,以致发行条件另有明文公布除外每次股份发行均受限于上述权力,不论所发行的股份是否被公布为优先股份或其他股份;THE COMPANIES ORDINANCE CHAPTER 32公司条例香港法例第32章Private Company Limited by Shares私人股份有限公司ARTICLES OF ASSOCIATIONOFJUST& UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED中正财经法律翻译有限公司的组织章程细则Preliminary序文1. The regulations contained in Table “A” in the First Schedule to the Companies Ordinance Chapter 32 shall apply to the Company save in so far as they are hereby expressly excluded or modified. In case of conflict between the provisions of Table “A” and these presents, the provisions herein contained shall prevail.1. 除非本章程细则明确排除或修改公司条例香港法例第32章附表1的表A下称“A 表”所列规定,否则表A所列规定适用于公司;若表A所列规定与本章程细则互相冲突,则以本章程细则的规定为准;2. The company is a private company and accordingly:a the right to transfer shares is restricted in manner hereinafter prescribed;b the number of members of the company exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company is limited to 50. Provided that where 2 or more persons hold one or more shares in the company jointly they shall for the purpose of this regulation be treated as a single member;c any invitation to the public to subscribe for any shares or debentures of the company is prohibited.2. 公司为私人公司,据此：a转让股份的权利受到下述限制；b公司成员人数不超过五十人不包括公司雇用的人士,亦不包括先前受公司雇用并且在雇用期间为公司成员以及雇用终止之后仍为公司成员的人士,但是当两人或两人以上联名持有公司的一份或多份股份时,就本款而言,该等人士应视作一名成员；c任何邀请公众人士认购公司的任何股份或债权证的行为均受禁止;Transfer of Shares股份转让3. The Directors may decline to register any transfer of shares to any person without giving any reason therefor. The Directors may suspend the registration of transfers during the twenty-one days immediately preceding the Annual General Meeting in each year. The Directors may decline to register any instrument of transfer, unless a a fee not exceeding two dollars is paid to the Company in respect thereof, and b the instrument of transfer is accompanied by the Certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.3. 董事会可以拒绝登记向任何人转让的任何股份,无须说明任何理由;在每年的年度股东大会前21天期间,董事会可以暂停转让登记;董事会可以拒绝登记任何转让文书,除非a就此向公司支付不超过2美元的费用；b转让文书配有相关股份证书及董事会可以合理要求的其他证据,以证明转让人有权做出该等转让;Chairman of Directors董事会主席4. The Directors may elect a chairman of their meetings, and determine the period for which he is to hold office, and unless otherwise determined the chairman shall be elected annually. If no chairman is elected, or if at any meeting the chairman is not present within half an hour of the time appointed for holding the same, the Directors present shall choose someone of their number to be the chairman of such meeting.4. 董事会可选出会议主席并决定其任期;除另有规定外,主席选举必须每年举行一次;若未选出主席,或主席在任何会议约定时间半小时内仍未出席,则出席的董事应在与会董事中选出一人,担任会议主席;5. Unless and until the Company in General Meeting shall otherwise determine, the number of Directors shall not be less than one.The first Directors of the Company shall be nominated in writing by the subscribers to the Memorandum of Association.5. 除公司在股东大会上另有决定外,董事人数不得少于一人;首任董事必须由组织章程大纲上的认购人书面提名;6. A Director who is about to go away from or is absent from Hong Kong may with the approval of the majority of the other Directors nominate any person to be his substitute and such substitute whilst he holds office as such shall be entitled to notice of Meetings of the Directors and to attend and vote thereat accordingly and he shall ipso facto vacate office if and when the appointor returns to Hong Kong or vacate office as a Director or removes the substitute from office and any appointment and removal under this Article shall be effected by notice in writing under the hand of or by cable from the Director making the same. A Director may appoint subject as above provided one of the other Directors to be his substitute who shall thereupon be entitled to exercise in addition to his own right of voting as a Director such appointor's rights at Meetings of the Directors.6. 董事即将离开香港或不在香港,可在得到其他大多数董事的批准后,提名任何人士代替其职位,替代董事在替代期间,有权接收董事会议通知,出席会议并在会上表决;当委托人回港或离任或罢免替代董事,替代董事应自动离任;根据本条所作出的任何委任及罢免,必须由做出此举的董事亲笔以书面形式或以电报形式发出通知,方可实施;一位董事可按照以上规定委任另一位董事为替代董事;该替代董事有权在董事会议上行使其本身作为董事的表决权及委托人的权利;7. At the Annual General Meeting to be held next after the adoption of these Articles and at every succeeding Annual General Meeting all Directors, except Permanent Directors if any are appointed, shall retire from office and shall be eligible for re-election.7. 除永久董事外如获委任,所有董事必须在公司通过本章程细则后的第一次年度股东大会及随后每年的股东大会上退任,可以连选连任;8. A Director shall not require any qualification shares.8. 董事不应索取任何资格股;9. The office of a Director shall be vacated if the Director: -a resigns his office by notice in writing to the Company; orb becomes bankrupt or makes any arrangement or composition with his creditors generally; orc becomes of unsound mind.9. 如有下述情形,董事应退任：a以书面通知向公司辞职；b破产或与其债权人达成任何总体安排或和解；或者c精神失常;10. a No Director shall be disqualified from his office by contracting with the Company, nor shall any such contract or any contract entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract by reason only of such Director holding that office, or of the fiduciary relations thereby established but it is ｄｅｃｌａｒｅd that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract is determined on if his interest then exists, or, in any othercase, at the first meeting of the Directors after the acquisition of his interest. A Director may vote in respect of any contract or arrangement in which he is interested.10. a董事不会因为与公司订约而丧失出任董事的资格;该合约或者公司订立或代表公司订立的任何合约亦不因与任何董事存在任何利益关系而失去效力,上述订约或存在利益关系的任何董事均不仅仅因为担任董事或者由此成立的信托关系而有责任向公司说明通过上述任何合约所实现的利润,但是如果在董事会议上就合约做出决定时,该董事与合约存在利益关系,该董事必须在董事会议上披露其利益性质；或者在其他任何情况下,必须在其获得利益之后的第一次董事会议上予以披露;董事可以就与其存在利益关系的任何合约或安排进行表决;b A Director of the Company may be or become a Director of any company promoted by this Company or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a Director or shareholder of such company.b公司董事可在公司所发起的任何公司出任董事或以卖方、股东或其他身份与该公司存在利益关系;该董事无须向公司说明其作为该公司股东或董事所得到的利益;11. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their Meetings as they think fit and determine the quorum necessary for the transaction of business. Until otherwise determined, two Directors shall constitute a quorum or one Director shall constitute a quorum for sole Director company11. 董事会在其认为合适的情况下,可举行会议处理事务、休会以及以其他方式对会议进行规范,并可决定处理事务的法定人数;除非另行决定,否则法定人数应为两人,或者如果公司只有一名董事,则法定人数应为一人;12. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.12. 若董事会出现任何临时空缺,董事会可予以填补,但是所选董事的退任时间必须与其所填补董事的退任时间相同,犹如其与所填补的董事同日当选为董事;13. Subject to the provisions of Article 6 hereof, the Directors shall have power at any time, and from time to time, to appoint a person as an additional Director who shall retire from office at the next following Annual General Meeting, but shall be eligible for election by the Company at that meeting as an additional Director.13. 在不抵触本章程细则第6条的情况下,董事会有权在任何时间并不定期地任命任何人为额外董事;而该董事必须在下次股东大会上退任,但其在该大会上有资格被公司选为额外董事;14. The Company may by ordinary resolution remove any Director and may by an ordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.14. 公司可以通过普通决议罢免董事并委任另一人代其出任董事;被委任的董事退任日期与所替代董事一致,犹如其与所替代的董事同日当选为董事;15. Any Resolution of the Board of Directors in writing signed by the majority of the Directors, in whatever part of the world they may be, shall be valid and binding as a resolution of the Directors provided that notice shall have been given to all the Directors of the Company capable of being communicated with conveniently according to the last notification of address by each such Director given to the Registered Office of the Company.15. 无论董事身在世界何方,由大多数董事签字的董事会书面决议均作为董事会决议具备效力和约束力,但是对于能够方便地根据其最近向公司注册办事处提供的地址通知联系到的公司所有董事,均应事先向其发出通知;16. Where any notice is required either by these Articles, by Table "A", by the Ordinance or otherwise, to be given to any Director or to any Member of the Company, such shall be valid if given by cable and where any consent, agreement, signature, notice by or authority from any Director or Member of the Company such shall be good and valid if given by cable in spite of the fact that neither the cable nor the document by which the cable is sent bears a written signature. This clause shall not apply to Special Resolutions.16. 任何根据本章程细则、表A、公司条例或其他规则,须向公司任何董事或任何成员发出的通知,如以电报发出,视为有效;由公司董事或成员做出的任何赞同、同意、通知或授权,如以电报发出,即使电报和发送电报的文件均未签名,依然视为妥当及有效;本规定不适用于特别决议;Powers of Directors董事会权力17. The Directors, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company in General Meeting subject nevertheless to the provisions of the Companies Ordinance Chapter 32, to these Articles, and to any regulations from time to time made by the Company in General Meetings, provided that no such regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.17. 除本章程细则及其他明文赋予董事会的权力及权限外,董事会可行使公司在股东大会上行使的所有权力,并实施公司在股东大会上实施的所有行为和事务,但必须符合公司条例香港法例第32章、本章程细则及公司不定期在股东大会上订立的任何规定；但是,董事会在该等规定未订立前所做的一切行动如果在不订立该等规定的情况下具备效力,则不因该等规定的订立而失去效力;18. Without prejudice to the general powers conferred by the preceding Article and the other powers conferred by these Articles, it is hereby expressly ｄｅｃｌａｒｅd that the Directors shall have the following powers, that is to say, power: -18. 在不影响上一条赋予董事会的一般权力及本章程细则赋予董事会其他权力的情况下,现明确声明董事会有下列权力：1 To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.1支付公司的发起、组建、创办及注册之前的以及由此产生的成本、费用与开支;2 To purchase or otherwise acquire for the Company or sell or otherwise dispose of any property, rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they shall think fit.2按董事会认为合适的价格,并通常按照董事会认为适当的条款及条件,为公司购买或以其他方式收购或出售或以其他方式处置公司有权取得的任何财产、权利或特权;3 To engage, suspend or dismiss the employees of the Company, and to fix and vary their salaries or emoluments.3聘用、解雇公司员工或予以停职,决定及变动员工的薪金或酬金;4 To institute, conduct, defend, compromise or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.4对于公司或其高管人员提起的或者向公司或其高管人员提起的,或以其他形式涉及公司事务的任何法律诉讼,均有权提起、处理、进行辩护、和解或放弃；有权达成和解并留下一定时间,以便支付或清偿任何到期债务以及公司提起或者向公司提起的任何索赔或要求;5 To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.5将公司提起的或者向公司提起的任何索赔或要求提交仲裁,遵守并履行裁决;6 To make and give receipts, releases and other discharges for moneys payable to the Company, and for claims and demands of the Company.6对公司收到的应收款项及索偿与要求款项出具收据,并予以免除及进行其他解除;7 To invest, lend or otherwise deal with any of the moneys or property of the Company in such manner as they think fit having regard to the Company's Memorandum of Association and from time to time to vary or realise any such investment.7依据公司组织章程大纲,按照董事会认为合适的方式投资、贷出或以其他方式处理公司的资金或财产,并不定期地变更或兑现该等投资;8 To borrow money on behalf of the Company, and to pledge, mortgage or hypothecate any of the property of the Company.8代表公司借入款项,以及质押、按揭、抵押公司的任何财产;9 To open a current account with themselves for the Company and to advance any money to the Company with or without interest and upon such terms and conditions as they shall think fit.9为公司开立与董事之间的往来账户,按照董事会认为合适的条件及条款给公司垫款,该等垫款可收取利息或不收取利息;10 To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for, or in relation to, any of the matters aforesaid, or otherwise for the purposes of the Company.10在董事会认为有利于公司、或同上述任何事项有关的情况下或者出于公司其他目的,以公司名义及代表公司,进行谈判、订立合约、撤销及更改合约,执行和实施一切行为、行动与事务;11 To give to any Director, officer or other person employed by the Company a commission on the profits of any particular business or transaction, and such commission shall be treated as part of the working expenses of the Company, and to pay commissions and make allowances either by way of a share in the general profits of the Company or otherwise to any person introducing business to the Company or otherwise promoting or serving the interest thereof.11从任何特定业务或交易所得的利润中抽取佣金给予任何董事、高管人员或公司雇用的其他人士,佣金应视作公司经营费用的一部分；支付佣金及发放津贴可利用公司一般利润的一部分或以其他形式给向公司介绍业务、推动或服务于公司利益的任何人;12 To sell, improve, manage, exchange, lease, let, mortgage or turn to account all or any part of the land, property, rights and privileges of the Company.12出售、改善、管理、交换、租赁、出租、按揭或利用公司的全部或任何部分的土地、财产、权利及特权;13 To employ, invest or otherwise deal with any Reserve Fund or Reserve Funds in such manner and for such purposes as the Directors may think fit.13按董事会认为合适的方式和目的,利用、投资或以其他方式处置储备金;14 To execute, in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company's property present or future as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provision as shall be agreed upon.14以为了公司利益而产生个人责任的任何董事或其他人士为受益人,以公司名义并代表公司签署董事会认为合适的公司财产现在或将来按揭文件,任何此等按揭文件可包括出售权以及约定的其他权利、承诺及条款;15 From time to time to provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or agents of the Company with such powers including power to sub-delegate and upon such terms as they think fit.15按董事认为合适的方式,不时为管理公司海外事务做好准备,具体包括按照董事会认为合适的条件委任任何人为公司的代理人,赋予其董事会认为合适的权力包括转委托权;16 From time to time to make, vary or repeal rules and by-laws for the regulation of the business of the Company, its officers and servants.16不时制定,更改或废除规章及附则以便规范公司业务、高管人员及员工;17 To delegate any or all of the powers herein to any Director or other person or persons as the Directors may at any time think fit.17在董事会认为合适的任何时间,将本章程细则规定的任何或所有权力委托给其他董事或其他人;19. Clause 81 of Table “A” shall not apply.19. 表A第81 条不适用于本章程细则;Seal and Cheques印章及支票20. The Seal of the Company shall be kept by the Board of Directors and shall not be used except with their authority.20. 公司印章由董事会保管,除得到董事会授权外,不得使用;21. Every document required to be sealed with the Seal of the Company shall be deemed to be properly executed if sealed with the Seal of the Company and signed by the Chairman of the Board of Directors, or such person or persons as the Board may from time to time authorise for such purpose.21. 所有需要加盖公司印章的文件,若已加盖公司印章并经董事会主席或董事会不定期授权签字的人士签署,则该文件视作已妥为签立;22. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, shall be made, signed, drawn, accepted and endorsed, or otherwise executed by the person or persons from time to time authorised by a resolution of the Board of Directors.22. 所有支票、本票、票据、汇票及其他流通票据均应由董事决议不定期授权的人士制定、签署、开出、承兑、背书或以其他形式签立;General Meetings股东大会23. For all purposes, the quorum for all general meetings shall be two members personally present and holding either in his own right or by proxy at least one-tenth of the paid-up capital of the Company. One member shall constitute a quorum for a meeting of a company having only one member. No business shall be transacted at any General Meeting unless the requisite quorum be present at the commencement of the business.23. 无论出于何种目的,所有股东大会的法定人数应为两名成员,该等成员亲自出席,并亲自持有或通过其代理人持有公司至少十分之一的实缴资本;如果公司只有一名成员,则会议的法定人数为一名成员;除非开始处理事务时出席人数达到必要的法定人数,否则在任何股东大会上均不得处理事务;24. A resolution in writing signed by all the shareholders shall be as valid and effectual as a resolution passed at a general meeting duly convened and held.24. 书面决议一经全体股东签字,其效力和有效性即等同于正式召开的股东大会所通过的决议;Votes of Members成员表决25. All voting of members in respect of any matter or matters shall be by poll and every member present in person or by proxy shall have one vote for each share of which he is the holder.25. 所有成员表决任何事务,必须以投票方式进行;每一位亲自出席或通过代理人出席的成员,以所持股份计,每股一票;Divisions of Profits利润分配26. The net profits of the Company in each year shall be applied in or towards the formation of such reserve fund or funds and in or towards the payment of such dividends and bonuses as the Directors subject to the approval of the Company in General Meeting may direct.26. 公司每年的净利润应用于建立储备金,以及按照董事会根据公司在股东大会上的批准所作出的指示,支付股息和红利;27. No dividend shall be payable except out of the profits of the Company, and no dividend shall carry interest as against the Company.27. 股息只能以公司的利润支付,公司不就股息支付利息;28. A transfer of shares shall not pass the right to any dividend ｄｅｃｌａｒｅd thereon before the registration of the transfer.28. 股份转让未登记前,享有该等股份已公布股息的权利不得转移;29. If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividends or for other moneys payable in respect of such share.29. 若两人或两人以上登记为任何股份的联名持有人,则其中任何一人均可签发有效收据,以证明收妥所持股份的股息或其他应付款项;30. The Directors may retain any dividends payable on shares on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.30. 对于公司持有留置权的股份,董事会可以留存该股份的股息,并可将该等股息用作清偿留置权所涉及的债务、负债或债项;31. All dividends unclaimed for one year after having been ｄｅｃｌａｒｅd may be invested or otherwise made use of by the Directors for benefit of the Company until claimed.31. 对于公布后一年内无人领取的所有股息,董事会可为了公司的利益,将该等股息用于投资或以其他方式利用,直至有人领取时为止;Secretary秘书32. The First Secretary of the Company shall be JUST&UPRIGHT SECRETARIES LIMITED who may resign from this office upon giving notice to Company of such intention and such resignation shall take effect upon the expiration of such notice or its earlier acceptance.32. 公司的第一任秘书是中正秘书有限公司,其可以向公司通知其辞职意愿,从而提出辞职,辞职自该通知到期时生效,或者如果公司在此前接受辞职,则自该时刻起生效;Notice通知33. Any notice required to be given to the shareholders under these Articles may be in Chinese or English or both.33. 本章程细则要求向股东发出的任何通知均可以中文或英文书写,或者同时以中文和英文书写;。
《商法(英文)》 Chapter 5-Companies-Shareholders
Companies
learning Contents
Formation of A Limited Company
Direction and Secretary
Shareholders
Company Meetings and Resolutions
Disclosure Obligations of Companies and Company Accounts
Protection of corporate creditors
Disposal of Shares
Company Finance
Corporate social responsibility
Insolvency & dissolution and liquidation
Company action
chapter v
shareholders
learning Contents
Limited Companies
Formation of A Limited Company
Direction and Secretar
Company Finance
Disposal of Shares
Company Meetings and Resolutions
The Articles of A Private Company
Disclosure Obligations of Companies and Company Accounts
Public Companies
商务英语阅读课后习题答案-chapter
Chapter 1二、短语翻译。
英翻汉Sluggish economy 萧条的经济Full employment 充分就业Trade deficit 贸易赤字in-depth analysis 深入的分析Industrialized countries 工业化free-trade agreement 自由贸易协定international specialization国际专业化product differentiation 产品差别trade surplus 贸易盈余determinative factor 决定性因素三、汉翻英经济双赢economic win-win 关税壁垒tariff barrier收入不平等wage inequality 劳动生产率labor productivity解雇工人lay off works 生产要素factor of production双边协议bilateral deal 回归分析regression analysis市场准入market access 世界经济复world economic recovery四. Translation1. The monitoring system will finally substitute the US Government’s cap on cigar imports from Cuba.2. The quarrel between Mexico and the US will be no avail and it may disrupt the lifting of the agricultural tariffs under the North American Free Trade Agreement.3. An economic cooperation business forum, which will discusshow to minimize the negative impact of global economic imbalance adjustment on China, will take place shortly before the ministerial conference.4. Few Americans attribute this to such obvious causes as a devalued dollar or business cycle.5. Recent research has shed light on the fact that there are heavy financial and political costs associated with the measures necessary to reduce the emission of greenhouse gases.6. There are rumors that the government struck a private deal with the corporation’s chairman last month.7. The opposition is exerting pressure on the US government to change the policy towards textile imports.8. Since the establishment of the bilateral free-trade agreement, the emerging economy has always been at the forefront of science and technology.9. In general, floating exchange rates are supposed to insulate countries from persistent differences in inflation with their trading partners.10. According to conservative estimates, by 2010, China’s import and export volume with North America and the EU would surpass $400 billion respectively, with ten ASEAN countries exceeding $200 billion.五、完形填空1.manufacturingpetitive3.deficit4.budget5.expanding6.recovery7.revival8.emerging9.innovation 10.propertyChapter2二、consumer-goods 消费品discount retailers折扣零售商brand equity 品牌资产价值advertising budget 广告预算real-time sales data 实时销售数据sales promotion促销profit margin 盈利scanner data扫描数据三、汉翻英价格溢价price premium 基线销售base-line sales减价price reductions 广告支出advertising spending营销组合marketing mix 销量溢价quantity premium产品数量（种类）product-line variety 美元分配allocation of dollars四. 翻译1. The government has allocated $ 0.1billion to the development and utilization of renewable energy in the rural areas.2. We should not develop the Western region at the expense of environment. Therefore the government has been following a sustainable development road attaching equal importance toeconomic development and environment protection.3. As a big responsible nation, China will strictly be abide by the WTO rules and honor its commitments.4. The rapid growth in China’s grain production can be ascribed to the fact that the Chinese government has implemented a series of reform policy and measures in the rural areas, such as raising the prices of grain purchased by the state.5. In the globalization era, not all countries play on the level playground. Some developing countries have to adhere to some marketing principles, or even accede to the requests of some governments.6. Over the past year, the global investment demand was on the wane; the major world currencies suffered swift turbulence and some emerging markets underwent severe financial crisis.7. Networks fundamentally alter the nature of competition and level the playing field, especially for smaller business regardless of the barriers like time and distance.8. Through micro credit projects, with the credit available on demand, farmers are able to pay back both the principle and interest in time.9. China’s vigorous economic development is indicative of the fact that China has become one of the countries that enjoy the highesteconomic growth speed in the world.10. With the reform of the wholly state-owned commercial banks, when some qualified commercial banks seek listing in the stock market, others certainly will follow suit.五、完形填空1.blame2.damaged3.short-term4.building5.profiability6.arm7.boosts8.orientation9.moreover 10.loweringChapter3二. Privileged minority 享有特权的少数人Gas station加油站Marketing research 市场调查Professional competence 专业技能A sales point 卖点Product design 产品设计Potential consumer潜在顾客Business disaster 商业灾难三、汉翻英日常生活daily life 广告活动advertising campaigns物理特征physical characteristic 视觉想象visual imagination国媒体national media 销售增长sales increase销售渠道distribution system产品到导向型的广告product-orientated advertising四. 翻译1. Experts have attributed the main cause of the company’s poor performance to its poor HR functions, especially the appointmentof the senior management.2. British Airways intends to create a more flexible and modern corporate culture through the relocation3. Rumors about redundancy make the company at its worst in terms of morale ever since its foundation.4. After financial scandals, many companies can only resort to charity activities to improve their corporate image.5. Politicians should not engage in business affairs that might affect their political judgment.6. As a sleeping partner of the enterprise, he is entitled to share the profits, but is deprived of participating in its management.7. After watching this interview, she realizes how difficult it is to be a venture capitalist. For one thing, you need to have the money; for another, you need to have the insight to pick the right(promising) start-ups.8. T o enter a specific market, in addition to acquiring sufficient knowledge about our target customers, we also need to know about the local policies and abide by them.9. With the efforts of these university students, it was brought to light that this world-famous multinational had established some sweat factories in China.10. In a time when customers change constantly and rapidly intheir needs, only companies who are quick to respond can survive and succeed in the end.五、完形填空1.sincere2.privileged3.led4.constitutes5.intellectual6.resort7.instead8.reduce9.clients 10.divertChapter4三. Phrase Translation1. 人口流动2. 供应商网络3.标准零配件4. 特殊制造技术3.互补经济体 6.反日情绪7. 外方合作人, 外国附属公司8.上市企业并购mergers and acquisition海外扩overseas expansion全球化战略globalization strategy保护主义措施protectionist measures市场准入access to market知识产权intellectual property right贸易伙伴trading partners资本投入capital investment四. 翻译1. Vendors now offer systems that work only with their hardware, but they are trying to make their equipment integrate with other’s hardware.2. Agricultural exports, by contrast, respond immediately, growing at an annual rate of 17.7 percent in 1980 and 1981.3. This book takes a strategic view of business and develops the ability to take a multidisciplinary approach to managing a business and resolving problems and issues.4. Thanks to the recession and 9/11, Mayor Michael Bloomberg must contend with a whopping budget deficit projected to 60 billion.5. Dispose of batteries properly. Do not throw them into fire or expose to high temperature.6. In the future, in addition to syndicating our groups’ efforts, we will ally with foreign companies to leverage advantages and enhance global competitiveness.7. We are certain that in due course of time, the economic reforms will have brought about results and benefits that will go beyond China’s boundaries.8. One of the major banks has lowered its interest rate and the other bank is expected to follow suit.9. During these quarterly meetings, it’s the boss’s responsibility to respond to each manager’s plan.10. We will put in place a new order of the socialist market economy through completing the market system and rectifying and regulating the market behavior.五、完形填空1. ambivalent,2.integration3. hindered4. from5. by.6. shortage,7. options8. acquisitions9. strategy 10. allianceChapte r 5三、汉翻英上市公司对…随时留意, 小心提防会计师事务所国外子公司经济规划的持观望态度(财务)调帐报告业绩评定指标/方法Generally accepted accounting principles revenue recognitionIncome statement earnings per share Managing director credit-rating agenciesFinance chiefs/executives institutionalinvestors四. 翻译1. Escal ating costs have almost wiped out the company’s profits from last year.2. This area is studded with bars all vying for customer attention. But it’s not easy to pin down what exactly it is that pleases customers the most.3. The project team decided to adhere to its original plan despite the appalling weather.4. At the press conference, the PR manager reiterated that the company’s operation has returned to normal. However, many private shareholders remain skeptical about such claims.5. The new labor law, which took effect last year, is likely to raise the labor cost of a considered number of enterprises6. The less senior employees are reluctant to express their views or make any suggestions because they don’t think their ideas will really be put into practice.7. Local relief organizations have also embarked on fund-raising campaigns so as to provide more financial support for the earthquake victims.8. Up to 30 companies submitted their request for price rises, but most of them didn’t stand a chance of getting approval from theregulatory agency.9. The decision-makers seem to have already given up on the reform program though its initiators are still trying hard to elicit support from other stakeholders.10. The new model, which has just been released onto the market recently, is being touted as the most energy-efficient and environmentally-friendly product of its kind.五、完形填空1. toll2.leveraged3. grips4. shaping5.counterpart6. joint7.potential8. with9.light 10. transparent 11. responses 12. onChapter 8三、汉翻英公司未来愿景消减成本利用资源投资组合untapped niches 尚未被竞争者发现的市场机会convenience stores 便利店market segments 市场细分premium brand 高端品牌实施战略execute strategy竞争优势competitive advantage实证研究empirical studies核心品牌core brand分销系统distribution system控股公司 a holding company文化冲突culture clashes股东财富shareholders wealth四. 翻译1. The management believes that its existing manufacturing and marketing expertise can be leveraged with the new business.2. Jack Welch, General Electric chairman, was universally acclaimed as one of the most successful manager in the 20th century.3. The Japanese company is unanimous in its support of divestiture since the acquired business unit is destroying the corporate value.4. This study reveals several fault lines that companies frequently encounter as they execute their corporate strategy.5. Problems arose at the very outset when Anheuser Busch acquired Eagle Snacks.6. AT&T put up with losses in NCR almost from the start, butcontinued to subsidize it.7. Mattel expected to derive above-average profitability from the acquisition of The Learning Company.8. We must bear in mind that a corporate strategy must be constantly evaluated and divestiture decisions made before it is too late.9. AT&T realized that telecom equipment is not identical to computer technologies.10. We can’t view the fai lure of the acquisition strategy in isolation. It’s the result of a combination of several factors, rather than unidimensional.五、完形填空1.acquisitions .2.executing3.divestiture4.at5. on6.plunged7.that8.synergies9.core 10.premium。
美国公司章程_中英(3篇)
第1篇第一章总则第一条公司名称本公司的名称为 [公司名称]，以下简称“公司”。
第二条公司住所公司的住所设在美国 [州名]，具体地址为 [详细地址]。
第三条公司目的公司的宗旨是：[公司宗旨，例如：开展[行业名称]业务，提高[产品/服务]的质量，满足市场需求，创造社会效益和经济效益。
]第四条公司期限公司为永久性公司，除非根据美国法律和公司章程的规定，通过特别程序解散。
第二章股东第五条股东资格凡持有公司股份的股东，均为公司股东。
第六条股东权利股东享有以下权利：1. 参加股东大会，对公司事务进行投票；2. 获取公司年度报告、财务报告等文件；3. 享有公司分红；4. 依法转让、抵押或赠与股份；5. 要求公司召开股东大会；6. 依法解散公司。
第七条股东义务股东应履行以下义务：1. 遵守公司章程；2. 按时缴纳股款；3. 不得泄露公司机密；4. 不得损害公司利益；5. 不得滥用股东权利。
第三章股份第八条股份种类公司股份分为普通股和优先股。
第九条普通股1. 普通股股东享有公司章程规定的权利，承担公司章程规定的义务；2. 普通股股东在公司解散时，按其所持股份比例分配公司剩余财产。
第十条优先股1. 优先股股东享有优先分红权，在公司解散时，优先于普通股股东分配公司剩余财产；2. 优先股股东在公司股东大会上不享有表决权。
第四章股东大会第十一条股东大会召开1. 股东大会每年至少召开一次年度股东大会；2. 在下列情况下，应召开临时股东大会：a. 股东提议；b. 董事会提议；c. 监事会提议；d. 法律、法规规定。
第十二条股东大会职权1. 通过公司章程的修改；2. 选举和罢免董事、监事；3. 审议和批准董事会、监事会的工作报告；4. 审议和批准公司的年度财务报告；5. 决定公司的经营方针和投资计划；6. 决定公司的合并、分立、解散和清算；7. 修改公司章程；8. 法律、法规规定或公司章程规定的其他职权。
第五章董事会第十三条董事会组成董事会由 [董事人数] 名董事组成，其中 [董事人数] 名为独立董事。
商务英语之(8. MEETINGS)会议-1229
c. 促请再考虑 Could you reconsider that? (请你再考虑一下好吗?) Could you think over that matter one more time. (你能再好好的考虑这件事情吗?) d. 说明反对的依据 I don’t agree this will not be of benefit to us. (我不同意,这对我们都没有好处.) That’s just not feasible. / not really practical. (那是行不通的/ 不切实际的.) I have to oppose the plan because of the shortage of manpower. (我必须反对因为人手不足.) e. 拒绝 I’m afraid that I can’t accept your proposal. (我恐怕无法接受你的提议.) We’re sorry, but we can not meet your requirement. (非常抱歉, 我们无法照办.)
7
步骤三、询问及确认 a. 开口询问 I’d like to ask you a question. (我想问你一个问题.） I have a question to put to you. (我想个问题想问你. ) b. 再确认一次议题 I’d like to confirm the purpose of this meeting. (我想再确认一下这次会议的目的.) Let me confirm whether or not the news is true. (让我再确认一下这个消息是真还是假.) I’d like to briefly go over the situation. (我想再确认一下大致情况. ) c. 确认发言的内容 I beg your pardon? (请你再说一遍好吗?) I don’t understand what you’re saying. (我不明白你说什么? )
会议室管理制度英文
6. Meeting Summarization
- At the end of the meeting, the chairperson or a designated note-taker shall summarize the key points, decisions, and action items.
3. Participation Principles
All participants shall adhere to the principles of punctuality, active engagement, respect, and constructive communication. Attendees are expected to prepare adequately for meetings and contribute positively to the discussion.
- Regular check-ins on time should be made to ensure the meeting stays on track and concludes within the allocated time frame.
5. Decision-Making
- Decisions should be made based on a thorough discussion of the topic, considering all viewpoints.
有限责任公司章程范本
有限责任公司章程范本有限责任公司章程范本中文版的公司章程我们就见多了，那么英文版的呢?下面是小编精心为大家整理收集的有限责任公司章程范本(中英文版)，欢迎大家阅读与参考。
有限责任公司章程篇1Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规，制定本章程。
Article 1 These articles are formulated in accordance with the Company Law of the P.R.C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations.第二条本公司(以下简称公司)的一切活动必须遵守国家的法律法规，并受国家法律法规的保护。
Article 2 The current business (hereinafter “the Company”) shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记注册。
Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称： Company name:住所： Domicile:第四条公司经营范围为：投资兴办实业(具体项目另行申报)；汽车配件的销售，国产汽车(不含小轿车)，国内商业、物质供销业(不含专营、专控、专卖商品)；旧机动车交易；汽车租赁；经济信息咨询(不含限制项目)；货物及技术进出口。
公司法英文版
公司法英文版Company LawChapter 1: General Provisions- Article 1: Purpose- Article 2: Definitions- Article 3: Formation of Companies- Article 4: Legal Personality- Article 5: Limited Liability- Article 6: Company Name- Article 7: Registered Office- Article 8: Scope of ApplicationChapter 2: Incorporation- Article 9: Types of Companies- Article 10: Incorporation Procedures- Article 11: Memorandum and Articles of Association - Article 12: Share Capital- Article 13: Registered Agent- Article 14: Corporate Bylaws- Article 15: Corporate Seal- Article 16: Directors and Officers- Article 17: Shareholders' Meetings- Article 18: Shareholders' Rights and Obligations- Article 19: Share TransfersChapter 3: Management and Control- Article 20: Board of Directors- Article 21: Directors' Duties and Liability- Article 22: Directors' Meetings- Article 23: Appointment and Removal of Directors - Article 24: Executive Officers- Article 25: Company Secretary- Article 26: Auditors- Article 27: Shareholders' Meetings- Article 28: Voting Rights- Article 29: Proxy Voting- Article 30: Annual General Meeting- Article 31: Financial ReportingChapter 4: Capital and Shares- Article 32: Share Capital Increase- Article 33: Share Capital Reduction- Article 34: Share Transfers- Article 35: Shareholders' Rights- Article 36: Shareholders' Meetings- Article 37: Dividends- Article 38: Other Distributions- Article 39: Treasury Shares- Article 40: Share Certificates- Article 41: Shareholders' Agreements- Article 42: Capital ReserveChapter 5: Corporate Governance- Article 43: Board of Directors- Article 44: Independent Directors- Article 45: Committees- Article 46: Board Meetings- Article 47: Remuneration of Directors and Officers - Article 48: Related Party Transactions- Article 49: Corporate Auditors- Article 50: Audit Committees- Article 51: Internal Control Systems- Article 52: Disclosure Requirements Chapter 6: Mergers and Acquisitions- Article 53: Merger by Acquisition- Article 54: Merger by Consolidation- Article 55: Share Exchange- Article 56: Transfer of Undertaking- Article 57: Squeeze-out and Sell-out Rights - Article 58: Disclosure of Information- Article 59: Voluntary Dissolution Chapter 7: Liquidation and Bankruptcy- Article 60: Liquidation- Article 61: Distribution of Assets- Article 62: Bankruptcy Proceedings- Article 63: Liquidation Committee- Article 64: Liquidator and Supervisor- Article 65: Debt Priority- Article 66: RestructuringChapter 8: Miscellaneous Provisions- Article 67: Applicable Law- Article 68: Dispute Resolution- Article 69: Penalties and Liability- Article 70: Transition Provisions- Article 71: Amendments to the Law- Article 72: Effective Date。
学术交际英语第二部分 (第6.7.8章)
6.2 Organizations of Conference
International Organizing Committee
Chairperson
Local Organizing Committee
Academic Committee
Secretariat
Chapter 6 International Academic Meeting
speeches, general
speeches and closing
ceremony.
6.3.1 Meetings
• General Assembly It is attended by all the
• Plenary Sessions
participants. Invited lectures or keynote presentations are
Chapter 6 International Academic Meeting
• 6.1 Different Kinds of Meetings • 6.2 Organizations of Conference • 6.3 Principal Conference Activities • 6.4 Conference Information
• Panel Sessions by government officials and
• Poster Sessions reporters. Activities in a
general assembly, in most
cases, include the opening
ceremony, welcome
• 6.3.1 Meetings • 6.3.2 Opening and Closing Ceremony • 6.3.3 Banquets and Parties • 6.3.4 Tutorials • 6.3.5 Exhibitions • 6.3.6 Field Trip
国际商务礼仪(英文版)(第二版)Chapter5HowtoHostaMeeting
Strive for clarity when you’re using text chat during your meeting.
When discussions are under way it is good business etiquette to allow more senior figures to contribute first.
Never interrupt anyone - even if you disagree strongly. Note what has been said and return to it later with the chair’s permission.
Formal Meetings (I)
Prepare well for the meeting as your contribution may be integral to the proceedings.
Dress well and arrive in good time. Always remember to switch off a mobile phone. If there is an established seating pattern,
–Ten tips (II)
6. Keep in mind that there are “verbal〞 and “visual〞 learners.
7. Record resolution on any items discussed. 8. Meetings are not just for monologues. 9. If you’re running the meeting, it’s good
公司章程翻译
公司章程翻译Company Charter TranslationChapter I General ProvisionsArticle 1 This Charter is formulated in accordance with the "Company Law" of the People's Republic of China and other relevant laws, regulations, rules, and policies, and in light of the actual circumstances of the company, in order to regulate the organization and management of the company, protect the legitimate rights and interests of shareholders, and promote the healthy and sustainable development of the company.Article 2 The company's name is XYZ Company, which will be referred to as the "Company" for short. The company is a limited liability company established in accordance with the law.Article 3 The registered address of the company is Room 123, No. 456, ABC Street, XYZ City, China.Article 4 The company adopts a system of investor liability limitation. The company's shareholders shall be liable for the company's debts to the extent of their capital contribution.Article 5 The company's business scope includes: [list specific business scope]Chapter II Shareholders' MeetingArticle 6 The highest authority of the company is the shareholders'meeting. The shareholders' meeting consists of all shareholders and is held at least once a year. Extraordinary shareholders' meetings may be convened when necessary.Article 7 The shareholders' meeting has the following responsibilities and authorities:1. Amendment of the company charter;2. Election and removal of directors and supervisors;3. Review and approval of the company's annual financial report and profit distribution plan;4. Determination of the company's profit and loss allocation plan;5. Resolution of major issues, such as capital increase, merger, division, dissolution, and liquidation of the company;6. Decision on matters proposed by the board of directors and the board of supervisors.Article 8 The shareholders' meeting is divided into ordinary shareholders' meetings and extraordinary shareholders' meetings. Ordinary shareholders' meetings shall be held within four months from the end of each fiscal year. Extraordinary shareholders' meetings shall be convened when necessary and shall be held within 30 days from the date of receipt of the proposal.Article 9 The resolution of the shareholders' meeting shall be adopted by a majority vote of more than half of the voting rights held by the attending shareholders. For major matters, such as amendment of the company charter and dissolution of the company, a resolution shall be adopted by a majority vote of two-thirds or more of the voting rights held by the attending shareholders.Chapter III Board of DirectorsArticle 10 The board of directors is composed of several directors. The board of directors is responsible for the management and operation of the company and exercises the following powers:1. Implementing the resolutions of the shareholders' meeting;2. Formulating the company's operational policies and investment plans;3. Appointment and removal of the company's executives;4. Decision on the implementation of major investment projects and material asset transactions;5. Preparation and submission of the company's annual financial report and profit distribution plan to the shareholders' meeting;6. Other matters vested in the board of directors by laws, regulations, and the shareholders' meeting.Article 11 The board of directors shall have at least three directors and may have a chairman and a vice chairman. The chairman of the board is responsible for convening and presiding over the board meetings.Article 12 The term of office of the directors shall be three years, and can be reelected for multiple terms.Chapter IV Board of SupervisorsArticle 13 The board of supervisors shall be established in the company. The board of supervisors is responsible for thesupervision of the company's financial affairs, operation, and management, and exercises the following powers:1. Inspecting the company's financial affairs and assets;2. Reviewing the company's financial statements and reports;3. Supervising the implementation of the resolutions of the shareholders' meeting and the board of directors;4. Reporting to the shareholders' meeting about the company's financial affairs, operation, and management.Article 14 The board of supervisors shall consist of several supervisors, including a chairman of the board of supervisors. The chairman of the board of supervisors is responsible for convening and presiding over the meetings of the board of supervisors.Chapter V Financial Affairs and Profit DistributionArticle 15 The company's fiscal year shall be January 1 to December 31 of each year.Article 16 The company shall establish an independent accounting system and keep accounting records in accordance with the law. The company's financial statements shall be prepared in accordance with the relevant accounting standards.Article 17 The company's profit distribution shall be determined and approved by the shareholders' meeting in accordance with the law. The allocation of profits to shareholders shall be based on the proportion of their capital contributions.Chapter VI Supplementary ProvisionsArticle 18 This Charter shall come into force upon its approval by the industrial and commercial administrative authorities.Article 19 This Charter may be amended by the shareholders' meeting in accordance with the law.Article 20 Matters not covered in this Charter shall be subject to the relevant provisions of the "Company Law" and other laws, regulations, rules, and policies of the People's Republic of China. This Charter is made in duplicate, with each party holding one copy.。
Chapter1BusinessNegotiation商务谈判
Chapter 1 Business Negotiation
1.Some Basic Concepts of Negotiation
(1)The Concept of Negotiation A negotiation is a process of communication between parties
• 2.The Forms of Business Negotiation
Chapter 1 Business Negotiation
3.The Overall Framework of International Business Negotiation
Background Atmosphere Factors
1)the best target; 2)the intermediate target; 3)the acceptable target.
Chapter 1 Business Negotiation
• 5.Basic Rules of International Business Negotiation
• 1.Some Basic Conceots of Negotiation • 2.The Forms of Business Negotiation • 3.The Overall Framework of International Business
Negotiation • 4.Features of International Business Negotiation • 5.Basic Rules of International Business Negotiation • 6.The General Producer of International Negotiation • munication Skills for Negotiations • 8.Types of Negotiation Styles • 9.The Business Contract
英文公司章程译文-有限责任公司
ARTICLES OF ASSOCIATIONofAAAENTERPRISE LTDCHAPTER I General ProvisionsArticle 1 These Articles of Association are hereby formulated according to the COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA (hereinafter referred to as "Company Law") and other relevant laws and regulations as well as the actual conditions of the Company for the purpose of maintaining the legitimate benefit the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2The Company was established by B and C as AAAENTERPRISE LTD, and keeps separate accounts, conducts autonomous management and assumes sole responsibility for its profits or losses. The shareholders shall be responsible for the company in the limit of the amount of their contribution. The Company shall be liable for its debts with its all assets.CHAPTER II Name and Domicile of the CompanyArticle 3The name of the Company is:***** (Chinese)AAAENTERPRISE LTD (English)Article 4The domicile of the Company is: Room 202, , China.CHAPTER III Business Scope of the CompanyArticle 5 Business Scope: General business items: wholesale and retail of electromechanical devices, metal materials, hardware, electrical equipment, chemical products and raw materials, building materials, general merchandise, knitwear and textiles, toys, stationery, sports goods, and arts and crafts. Self-operating and agent of import and export businesses relating to articles and technologies, but except the articles and technologies prohibited and restricted by the state. Licensing business item: information services business in the second category value-added telecommunications services (limited to Internet information services.)(The above business scope excludes the business items prohibited, restricted and licensed by the national laws and regulations)CHAPTER IV Registered Capital, Names of shareholders, Amount of Capital Contribution, Forms and Time of Such ContributionArticle 6 The registered capital of the Company: RMB10,000,000.00. Article 7 The names of shareholders, amount of capital contribution, forms and time of such contribution are as follows:Shareholder A: B made its total contribution of RMB 9,000,000.00 Yuan in cash , representing 90% of the registered capital, shall pay in full before0000Shareholder B: C made its total contribution of RMB 1,000,000.00 Yuan in cash , representing 10% of the registered capital, shall pay in full before 0000CHAPTER V The Organizations of The Company and TheirEstablishment Manners, Respective Powers and The Rules ofProcedureArticle 8The shareholders’ meeting of the Company shall be composed of all the shareholders. The shareholders' meeting shall be the organ of authority of the Company and shall exercise thefollowing functions and powers:(1) to decide on the business policies and investment plans of the Company;(2) to elect and replace the executive director and the supervisor assumed by non-representatives of the employees, and to decide on mattersconcerning the remuneration of the executive director and the supervisor;(3) to review and approve reports of the executive director;(4) to review and approve reports of the supervisor;(5) to review and approve the Company's proposed annual financial budgets and final accounts;(6) to review and approve the Company's profit distribution plans and plans for making uplosses;(7) to pass resolutions on the increase or reduction of the Company's registered capital;(8) to pass resolutions on the issuance of corporate bonds;(9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the Company; and(10) to amend the articles of association of the Company.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 9 Discussion methods of the shareholders’ meeting: Shareholders convene a shareholders' meeting to discuss their matters, corporate shareholders attend the meeting by the legal representative, individual shareholders attend the meeting by himself. Any shareholder who cannot attend due to some reasons may appoint a representative in written form to attend on his behalf.Article 10 Shareholders' meeting shall be held once a year. When a material problem occurs, an extraordinary meeting can be convened if itis proposed by shareholders representing one-tenth or more of the voting rights, or by the executive director or the supervisor.Article 11 Voting procedures of the shareholders' meeting1、N otice of MeetingsIf a shareholders’ meeting is to be convened, every shareholdershall be notified 15 days before the meeting is held2、P reside over the meetingThe shareholders' meetings shall be convened and presided over by the executive director. If the executive director is unable or does not perform the duties of convening the shareholders' meeting, thesupervisor of the Company may convene and preside over suchmeetings. If the supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.3、Voting rightsThe shareholders shall exercise their voting rights at the shareholders' meetings on the basis of their respective percentage of the capital contributions, the number of voting rights on behalf of the shareholders required by each resolution at the shareh olders’ meeting are as follows:1) A resolution made at a shareholders' meeting on increasing orreducing the registered capital, merger, split-up, dissolution orchange of the corporate form shall be adopted by theshareholders representing 2 / 3 or more of the voting rights.2)The Company may amend its articles of association, but aresolution on amending the articles of association shall beadopted by the shareholders representing 2 / 3 or more of thevoting rights.3)If a company intends to provide guarantee to a shareholder oractual controller of the company, it shall make a resolutionthrough the shareholder's meeting. Such resolution shall beadopted by the affirmative votes of more than half of theshareholders (excepts The shareholder as mentioned in thepreceding paragraph or the shareholder dominated by the actualcontroller as mentioned in the preceding paragraph) attendingthe meeting.4)Other resolutions made at the shareholders' meeting shall beadopted by the shareholders representing more than 1/2 of thevoting rights.4、Records of the meetingAny decisions on the matters discussed at the shareholders’meeting shall be made into minutes which shall be signed by all the shareholders presenting at the meeting.Article 12 The first shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentageof capital contributions.Article 13 The Company shall not have a board of directors, but shall have an executive director to be appointed by the shareholders' meeting. The term of the executive director shall be no more than 3 years. An executive director may serve consecutive terms upon expiration of his term if re-appointed.Article 14The executive director shall exercise the following functions and powers:(1) convening shareholders' meetings and reporting the status on work thereto;(2) carrying out the resolutions made at the shareholders' meetings;(3) determining the Company's business plans and investment plans;(4) preparing annual financial budget plans and final accounting plans in relation to the Company;(5) formulating profit distribution plans for the Company and plans for making up any losses suffered by the Company;(6) formulating plans for increasing or reducing the Company's registered capital and for the issuance of corporate bonds;(7) formulating plans for merger, split-up, change of corporate form or dissolution in relation to the Company;(8) making decisions on the establishment of the Company's internal management structure;(9) determining the appointment or removal of the Company'smanager as well as the remuneration of the manager;(10) formulating the basic management system for the Company;Article 15The Company shall have a manager who shall be appointed or dismissed by the executive director. The manager shall be responsible to the executive director and shall exercise the following functions and powers:(1) taking charge of the management of the Company's production and business operations, and organizing the implementation of the resolutions of shareholders’ meeting;(2) organizing the implementation of annual business plans and investment plans in relation to the Company;(3) preparing the plan for the Company's internal management structure;(4) preparing the basic management system for the Company;(5) formulating specific internal rules and regulations for the Company;(6) proposing the appointment or dismissal of the deputy manager(s) and the officer in charge of finance of the Company; and(7) determining the appointment and dismissal of Company's management personnel other than those whose appointment or dismissal shall be decided by the executive director;Article 16 The Company shall have one supervisor. The term of office of the supervisor shall be three years. The supervisor may serve consecutiveterms upon expiration of his term if re-elected.Article 17 The supervisor of the Company shall exercise the following functions and powers:(1) checking the Company's financial affairs;(2) supervising the duty-related acts of the executive director and senior management personnel, and making proposals on the removal of the executive director or senior management personnel who violates any laws, administrative regulations, the articles of association of the Company or any resolutions of the shareholders' meeting;(3) demanding the executive director or senior management personnel to make corrections if his action has damaged the interests of the Company;(4) proposing to convening extraordinary shareholders' meetings, convening and presiding over shareholders' meetings when the executive director does not exercise his duty to convene and preside over the shareholders' meetings as prescribed in the Company Law;(5) putting forward proposals to shareholders' meetings; and(6) initiating actions against the executive director or senior management personnel according to Article 152 of the Company Law; The supervisor may attend the shareholders ‘meeting as non-voting delegates.Article 18 No executive director or senior management personnel may concurrently act as a supervisor.CHAPTER VI The Legal Representative of the CompanyArticle 19 The executive director shall serve as the legal representative of the Company.CHAPTER VII Other Matters Deemed Necessary By TheShareholders’ MeetingsArticle20 All or part of the stock rights of the shareholders may be transferred between the shareholders.Article 21 Where a shareholder intends to transfer his/its stock rights to any non-shareholder, he/it shall be subject to the approval of more than half of the other shareholders. The shareholder shall notify the other shareholders in written form of the matters on the transfer of stock rights for their approval. If any of the other shareholders fails to give it a reply within 30 days after the receipt of the written notice, it shall be deemed to have agreed to the transfer. If half or more of the other shareholders disagree to the transfer, the shareholders who disagree to the transfer shall purchase the stock rights to be transferred. If they refuse to purchase these stock rights, they shall be deemed to have agreed to the transfer. Under the same conditions, the other shareholders have a preemptive right to purchase the stock rights to be transferred upon their approval. If two or more shareholders claim the preemptive rights, they shall determine their respective percentage ofpurchase through negotiation. If they fail to reach an agreement during the negotiation, they shall exercise the preemptive rights on the basis of their respective percentage of capital contributions.Other matters related to stock rights transfer shall subject to the Article 72 to Article 75 of the "Company Law".Article 22 The Company shall strictly abide by national laws, regulations and the Articles of Association, maintain national interests and social public interests, and accept the supervision of relevant governmental departments.Article 23 The company's business term shall be long term.Article 24In any of the following circumstances, the liquidation group shall, within 30 days from the date of completing the liquidation of the Company, apply for canceling the Company's registration with the original company registration authority:1)the company was declared bankrupt as provided by law;2)pursuant to the Company's articles of association, the business termof the Company expires or one of the other events which are grounds for dissolution occurs, but excepts the existing of the Company by amending the articles of association ;3) a resolution for dissolution made by the shareholders' meeting;4)business license is revoked or the enterprise is ordered to be closeddown or cancelled according to laws;5)dissolved by the People’s Court pursuant to laws; AND6)Other dissolution conditions according to laws and administrativeregulations.CHAPTER VIII Supplemental ProvisionsArticle 25 The Company registration matters shall be verified and approved by the company registration authority. These Articles of Association are binding on the company, its shareholders, directors, supervisors and senior management personnel.Article 26 These Articles of Association are jointly made and executed by all the shareholders.Article 27The articles of association shall be made in three (3) originals, and one original shall be submitted to the company registration authority.Signature of all shareholders:。
ACCA英国注册会计师(F4)Chapter 20题库大全
ACCA英国注册会计师（F4）Chapter 20题库大全姓名:_____________ 年级:____________ 学号:______________1、Before a private company can hold a general meeting on short notice, members holding a certain percentage of the co mpany’s shares must agree. Which one of the following percentages is correct?A51%B90%C75%D95%答案解析：90%2、A plc must hold its AGM within six months of its year end.ATrueBFalse答案解析：A plc must hold its AGM within six months of its year end.3、 Minutes of company meetings must be kept for:A1 yearB5 yearsC10 yearsD15 years答案解析：Under the Companies Act, minutes must be kept for ten years4、 A member of a public company may only appoint one proxy, but the proxy has a statutory right to speak at the meeting.ATrueBFalse答案解析：Public company members can appoint more than one proxy. They have a statutory right to speak.5、 Which of the following may NOT be achieved by written resolution?ARemoval of an auditorBAlteration of the company’s articlesCVariation of class rightsDChange to the company’s name答案解析：Removal of an auditor (or a director) are the only items of business that may not be achieved by a written resolution.6、How many days’ notice is required for a meeting where a resolution requires special notice?A21B28C30D35答案解析：Special notice is 28 days.7、Where members hold sufficient voting rights to requisition a resolution at a general meeting, how much notice in advance of the meeting must they give the company?AOne weekBTwo weeksCFour weeksDSix weeks答案解析：Members must make their request and identify the resolution six weeks before the meeting.8、 Which TWO of the following are rights of a proxy at a general meeting?(1) To vote on a show of hands but not a poll(2) To speak at the meeting(3) To requisition a resolution at the meeting(4) To demand a pollA1 and 2B1 and 3C2 and 4D3 and 4答案解析：Proxies may speak at a meeting and demand a poll. They may vote on a show of hands and a poll. They may not requisition a meeting.9、A written ordinary resolution requires the approval of which of the following?AMore than 50% of those actually votingBMore than 50% of those entitled to voteCUnanimous approval of those entitled to vote答案解析：To be passed, all ordinary resolutions require the approval of more than 50% of those actually voting.10、Mark has received the agenda for the annual general meeting of Rova Ltd, a company he has shares in. The agenda contains a number of resolutions to be proposed at the meeting, but being a new member Mark is not certain as to what is exactly involved.In the context of company meetings, which ol11、12、 In a company with more than one member, what is the quorum for a class meeting?ATwo persons who hold at least a third of the nominal value of the shares in the class BThree persons who hold at least a half of the nominal value of the shares in the class CFive persons who hold at least a three-quarters of the nominal value of the shares in the class答案解析：The quorum for a class meeting is two members who hold at least a third of the nominal value of the shares in the class.13、材料全屏The Chief Executive Officer of KL Ltd is Jeremy. Jeremy also runs his own business, FD Ltd, in his spare time. KL Ltd recently contracted to buy a significant amount of commercial goods from FD Ltd. Jeremy attended the KL Ltd board meeting that approved the contract and voted in favour of it, without revealing his association with FD Ltd.25【论述题】State what is meant by a director’s fiduciary duties.答案解析：Since they make contracts as agents of the company and have control of its property, directors are said to be akin to trustees and therefore owe fiduciary duties to the company. A fiduciary duty is one based on common law principles of trust and honesty. Therefore a director must act bona fide and honestly and not seek any personal advantage when dealing with the company.14、Explain which of a director’s statutory duties Jeremy may have breached.答案解析：Jeremy has not disclosed either his interest in FD Ltd or his interest in this particular contract. Under s 177 of the Companies Act the interest should have been stated at the board meetingthat Jeremy attended which approved the contract. It was not. It should also have been declared under s 182 of the Companies Act once it had occurred –but it was not either. He will, therefore, have to account to KL Ltd for any profit that he makes on the transaction and he may also be subject to a fine. Had he dealt honestly with KL Ltd by declaring his interest and obtaining company approval, he would have been permitted to retain any profit which is made.15、材料全屏Grave plc’s year-end was on 31 December 20X7. Notice of its annual general meeting was sent to shareholders on 1March 20X8 and it was to be held on 25 March 20X8. However, the date of the meeting was not convenient for 75% of the company’s shareholders who decided that the meeting should be held on 10 March 20X8. The meeting took place on 10 March 20X8. Later that y ear, the company’s auditors decided to resign. They requested that a general meeting should be held so that they can inform the shareholders of the circumstances surrounding their resignation. The directors of Grave plc are not keen for such a meeting to be held and are refusing to organise it.27【论述题】State the ordinary business dealt with at an annual general meeting答案解析：The ordinary business to be transacted at an annual general meeting includes the consideration of the directors’ and auditors’ reports and the company accounts, the election of directors and appointment of auditors, the fixing of auditors’ remuneration and the declaration of dividends.16、State whether Grave plc’s annual general meeting was called correctly答案解析：Every public company must hold an annual general meeting in each calendar year within six months of the company’s year-end. At least 21 days’ written notice must be given unless all members entitled to attend agree to shorter notice. Therefore, although the meeting was held in the correct time after the company’s year-end, there was insufficient notice given because not all the shareholders agreed to the shorter notice.17、 State whether the directors of Grave plc are required to hold the general meeting as requested by the auditors答案解析：Under the Companies Act, a general meeting can be called by an auditor who gives a statement detailing the circumstances for their resignation or other loss of office and requires their。
瑞典公司法译文
瑞典公司法(SFS2005:551)CHAPTER 1. INTRODUCTORYPROVISIONS, 1Contents of the Act, 1Private and public companies, 1The shareholders' liability for thecompany's obligations, 1Share capital, 1Prohibition on sale of shares, etc. inprivate companies, 1Guide to definitions and explanations,2 The concept of CSD company, 2The concepts of parent company,subsidiary and group, 2Electronic signatures, 3Special provisions regarding public companies, 3 CHAPTER 2. FORMATIONOF A COMPANY, 3Founders, 3Measures to be taken upon the formation ofa company, 3The time at which the company is deemed formed, 3 The memorandum of association, 3Share subscription, 4Payment for shares, 4Registration of the company, 5Special provisions regarding public companies, 6 CHAPTER 3. ARTICLESOF ASSOCIATION, 6Content of the articles of association, 6 Alterations of the articles of association, 7 Specific provisions regarding public companies, 7 CHAPTER 4. THE SHARES, 7Classes of shares, 7Transferability of shares, 8Consent clause, 8Right of first refusal clause, 9Post-sale purchase right clause, 10Exercise of rights connected to the shares, 11 Shares held by the company itself, 12CHAPTER 5. SHARE REGISTER, 12Common provisions, 12A company which is not a CSD company,13 CSD companies, 14CHAPTER 6. SHARE CERTIFICATES, 15Companies which are not CSD companies,15 CSD companies, 16CHAPTER 7. GENERAL MEETINGS, 16Exercise of shareholders' right of decision-making in the company, 16The right to participate as a shareholder atgeneral meetings, 16Proxies at general meetings, 17Collection of proxy forms at thecompany's expense, 17Advisors at general meetings, 17Presence of third parties at general meetings, 17The status of treasury shares at general meetings, 17 Shareholders' voting rights, 17Ordinary general meetings, 17Extraordinary general meetings, 17Continued general meeting, 18Location of general meetings, 18The shareholders' right to propose business at the general meeting, 18Convening general meetings, 18Time for convening general meetings, 18Mode of convening general meetings, 19Content of notices to attend, 19Provision of documents prior to the annualgeneral meeting, 19Errors in notices to attend, etc., 19Opening of the general meeting, 19Availability of share register, 19Voting register, 20Procedure for the election of the chairman of the general meeting, 20Agenda, 20The board of directors and managing director's duty to provide information, 20Shareholders' right to information in companies with not more than ten shareholders, 20Voting, 20Majority requirement in conjunction with decisions other than elections, 21Majority requirement in elections, 21Majority requirement for resolutions to alter the articles of association, 21Conflicts of interest, 21General restrictions on the right of decision-making of the general meeting, 22Minutes of general meetings, 22Proceedings against resolutions adopted atgeneral meetings, 22Proceedings by the board of directors againstthe company, 22Arbitration proceedings, 22Special provisions regarding public companies, 22 CHAPTER 8. MANAGEMENT OF THE COMPANY, 23The board of directors, 23Alternate members of the board of directors,23 Duties of the board of directors, 23Manner of appointment of the board of directors,23 Residency requirement, 24Impediments to serving as a board member, 24Term of office of members of the board of directors, 24 Early resignation of a member of the board ofdirectors, 24Court decisions regarding a replacement for a member of the board of directors, 24The chairman of the board of directors, 24版权: Norstedts Juridik AB，瑞典。
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members refuse to attend the GM and the inadequacy of the quorum which lead to the GM can’t be convened.
(iv) The business conducted at AGMs
EGM
(c) Class meeting
(i) This refers to the meeting of a
particular class of shareholder; (ii) Where it is proposed to alter the rights attached to particular shares then it is necessary to acquire the approval of the holders of those particular shares to any such alteration. In order to achieve this approval, a meeting of those holding such shares has to be called to seek their approval of any proposed alteration (CA s.125-127)
(2) The types of GM (a) Annual general meeting (i) Every company is required to hold an
AGM every calendar yes 15 months, but the first AGM may be held in 18 month after incorporation. (iii) the statutory meeting: ①If a company fails to hold an AGM then any member may apply to the Secretary of State to call a meeting in default (CA 85 s.367).
1. Introduction
(1)All companies will have both directors
and members (in some companies these will be the same person(s)). (2)The function of directors is to manage the company – their exact powers will be contained in the Articles. As a general rule directors act collectively through the board. Directors make day to day management decisions at board meetings. (3)Statute specifies a number of situations when the members’ approval must be obtained. This is done by passing resolutions at GMs. The procedure is governed by the Articles.
(c) It is possible, however, for a
meeting of only one person to take place in the following circumstances: (i) In the case of a meeting of a particular class of shareholders and all the shares of that class are owned by the one member. (ii) By virtue of s.371 of the Companies Act 1985 (CA) the court may order the holding of a general meeting at which the quorum is to be one member.
Conclusion
Meetings may be convened in a
number of ways by various people: (i) by the directors of the company under Article 37of Table A. Under s.142 CA 1985, to call meetings where there has been a serious loss of capital, defined as the assets falling to half or less than the nominal value of the called up share capital. (ii) by the members using the power to requisition a meeting under s.368CA1985.
Chapter 8 Company meetings
Learning Objectives To learn the types of meetings and the types of resolution. These all are protections to members and stake-holders from the controlling of the company by the directors.
(iii) by the auditor of a company under
s.392A, which provides for a resigning auditor to require the directors to convene a meeting in order to explain the reason for the auditor’s resignation. (iv) the Secretary of State may under s.367, on the application of any member, call a meeting of a company where it has failed to hold an Annual General Meeting as required under s.366. (v) the court may order a meeting under s.371 where it is impracticable otherwise to call a meeting.
Topic list
1. The importance of company meetings 2. Types of general meeting 3. Calling a meeting 4. Types of resolution 5. Single member private companies
tends to be routine such as the re-election of
directors, consideration of accounts and approval of dividends.
(v) Special provision relating to
private company
private companies, subject to approval by a unanimous vote, to dispense with the holding of AGMs. • Under s.381 A of the Companies Act 1985 it is no longer necessary for a private company to convene a GM where the members have unanimously signed a written resolution setting out a particular course of action.
• In line with the recognised distinction between public and private companies the Companies Act of 1989 introduced a provision, in the form of a new CA s.366A, which permitted
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2. Practice: Meetings
In relation to company law explain
and distinguish between the following: (18 mins) (a) Annual general meeting; (5 marks) (b) Extraordinary general meeting; (2 marks) (c) Class meeting. (3 marks) (Total=10 marks) Answer:
(b) A meeting involved more than
one person; Sharp v Dawes (1876) in which a meeting between a lone member and the company secretary was held not to be validly constituted.