有限责任公司章程(中英文)

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公司章程中英(3篇)

第1篇第一章总则第一条本章程根据《中华人民共和国公司法》及相关法律法规制定，旨在规范公司的组织与行为，明确公司股东、董事、监事、高级管理人员的权利和义务，保障公司合法权益，促进公司持续健康发展。

第二条公司名称：[公司全称]公司住所：[公司住所详细地址]第三条公司类型：[有限责任公司/股份有限公司]注册资本：[注册资本金额]经营范围：[公司经营范围]第四条公司为独立法人，享有民事权利，承担民事义务。

第二章股东及股东会第五条公司股东应当依法享有下列权利：（一）依照出资比例分取红利；（二）对公司增资、减资、合并、分立、解散、清算等事项作出决议；（三）查阅公司章程、股东会会议记录、董事会会议决议、监事会会议决议、财务会计报告；（四）对公司的经营行为进行监督；（五）公司章程规定的其他权利。

第六条公司股东应当承担下列义务：（一）按照出资额缴纳股款；（二）不得抽逃出资；（三）遵守公司章程；（四）公司章程规定的其他义务。

第七条股东会为公司最高权力机构，行使下列职权：（一）决定公司的经营方针和投资计划；（二）选举和更换非由职工代表担任的董事、监事；（三）审议批准董事会的报告；（四）审议批准监事会或者监事的报告；（五）审议批准公司的年度财务预算方案、决算方案；（六）审议批准公司的利润分配方案和弥补亏损方案；（七）对公司增加或者减少注册资本作出决议；（八）对公司的合并、分立、解散、清算或者变更公司形式作出决议；（九）修改公司章程；（十）公司章程规定的其他职权。

第八条股东会会议分为定期会议和临时会议。

定期会议应当每年度召开一次，临时会议可以在下列情况下召开：（一）董事人数不足《公司法》规定人数的三分之二；（二）三分之一以上的股东请求；（三）董事会认为必要时；（四）监事会提议召开。

第九条股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。

xx有限责任公司章程-中英对照版

BYLAWS OF XXXX, INC. HUI-107483v2ARTICLE IOFFICES1.01Registered Office。

The registered office, until changed by action of the Board of Directors, shall be 738 Highway 6 South, Houston，Texas, 77079，USA.1.02Other Offices。

The corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or as the business of the corporation may require。

ARTICLE IIMEETINGS OF THE SHAREHOLDERS2.01Place of Meetings。

All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof。

2.02Annual Meeting。

An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine. At such meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly be brought before the meeting。

公司章程中英文对照

公司章程中英文对照第一章总则 Chapter 1 General Provisions本公司为有限责任公司。

第三条公司注册地址 Article 3 Registered Address本公司注册地址为[公司注册地址]。

本公司的业务范围包括但不限于：[公司的业务范围描述]。

第三章股东权益与股权转让 Chapter 3 Shareholder's Rights and Transfer of Shares第五条股东权益 Article 5 Shareholder's Rights股东享有按照股权比例分享公司利润的权益，并有权参与公司事务的决策和监督。

第六条股权转让 Article 6 Transfer of Shares在获得其他股东的同意及符合相关法律法规的情况下，股东可以转让其持有的股权。

第四章公司治理 Chapter 4 Corporate Governance公司设立董事会，董事会由几名董事组成，其中包括一名董事长。

第八条董事会职权 Article 8 Powers of the Board of Directors 董事会负责制定公司的战略与发展规划，并对公司的经营管理进行监督和决策。

第九条董事任免 Article 9 Appointment and Removal of Directors董事由股东大会选举产生，任期为五年。

Article 9 Directors are elected by the shareholders' meeting and serve a term of five years.第十条高级管理层 Article 10 Senior Management公司设立总经理，由董事会聘任，并对公司的日常经营管理负责。

第五章财务管理 Chapter 5 Financial Management第十一条财务报告 Article 11 Financial Reports公司应按照相关法律法规的要求，定期编制和公布财务报告。

有限责任公司章程(最新版)

有限责任公司章程(最新版) Articles of association of limited liability company (Sino foreign(合同范本)姓名：单位：日期：编号：YW-HT-004371有限责任公司章程(最新版)说明：以下合同书内容主要作用是：经过平等协商达成一致意思后订立的协议,规定了相互之间的必须履行的义务和应当享有的权利，可用于电子存档或打印使用（使用时请看清是否适合您使用）。

有限责任公司章程（中外合作）（设董事会、监事适用）仅供公司设立时参考第一章总则第一条根据《中华人民共和国公司法》、中华人民共和国中外合作经营企业法》及其他有关法律规定，甲方：乙方：丙方：（以下简称合作各方）于年月日在签订了设立合作公司(以下简称公司)合同,特制订本章程。

第二条甲方名称（姓名）：国别：法定地址（住所）：乙方名称（姓名）：国别：法定地址（住所）：国别：法定地址（住所）：丙方名称（姓名）：国别：法定地址（住所）：第三条公司名称：法定地址：第四条合作各方对公司的责任以各自的投资或者提供的合作条件为限。

第五条公司为中国企业法人，受中国法律管辖和保护，其一切活动必须遵守中国的法律、法令和有关条例规定，不损害中国的社会公共利益。

公司是独立核算自负盈亏的经济实体，在批准的经营范围内，有权自主经营和管理，不受干涉。

第二章宗旨、经营范围、方式及规模第六条公司的经营宗旨：第七条公司的经营范围：第八条公司的生产规模：年生产量，年产值约（币种）元。

（本条只适用于生产型企业）第三章出资方式、出资额和出资时间及方式第九条公司投资总额为（币种）元，注册资本为（币种）元。

公司的注册资本的缴付方式：第十条甲方出资额为（币种）元/提供合作条件为，占%，期限为乙方出资额为（币种）元/提供合作条件为，占%，期限为丙方出资额为（币种）元/提供合作条件为，占%，期限为第十一条在经营期限内，公司不得减少注册资本数额。

公司章程(中英对照)

公司章程(中英对照)有限公司公司章程中英对照版公司章程Articles of Association第一章总则Chapter 1: General Principle第一条依据《中华人民共和国公司法》（以下简称《公司法》）及有关法律、法规的规定，由_______方共同出资，设立____________公司（以下简称“公司”），特制定本章程。

Article 1. In accordance with the PRC Company Law (hereinafter referred to as the “Company Law") and other relevant laws and regulations, ________, in total ____ (___) parties, jointly make capital contributions to establish ________ (hereinafter referred to as the "Company"), and these articles of association are hereby formulated.第二条本章程中的各项条款与任何适用于公司的中国现行的法律、法规、规章、通知以及其他立法、行政或司法解释或公告（“相关法律”）不符的，以相关法律为准。

Article 2. In the event that the terms and conditions of these articles of association conflict with any law, regulation or rule and other legislative, executive or judicial interpretation or pronouncement of the PRC currently in force and applicable to the Company (the "Applicable Laws"), the Applicable Laws shall prevail.第二章公司的成立Chapter 2: The Establishment of the Company第三条公司名称：____________Article 3. The name of the Company is:第四条住所：Article 4. The address of the Company is:第五条公司的组织形式为有限责任公司。

有限公司章程中译英

XXXXXXXX Co., Ltd.Articles of AssociationFor the purpose of adapting to the requirements of socialist market economy and developing productivity, the Articles of Association is made and reentered in accordance with the Company Law of the People’s Republi c of China (hereinafter referred to as the Company Law) and other relevant laws and administrative regulations. In case of any conflict between the Articles of Association and national laws and regulations, the latter shall prevail.Chapter One Name and Address of the CompanyArticle 1:The Company’s name:XXXXXXXX Co., Ltd. (hereinafter referred to as the Company)Article 2: The Company’s address: Post Place of Guozhuang Town, Pingdu CityChapter Two Scope of BusinessArticle 3:The scope of business: production and processing of salted vegetables, fresh vegetables, pepper and other agricultural products (sanitation license shall be valid before April 29, 2013); import and export of goods.Chapter Three Registered CapitalArticle 4: The Company’s register ed capital is RMB 7.8 million Yuan.Where the Company is to increase or decrease the registered capital, shareholders representing 2/3 or more of the voting rights must approve and adopt the resolution. In increasing the registered capital, the shareholders shall subscribe the additional capital investment, which shall be subject to the relevant regulations on capital contribution for establishment of a limited Company. In reducing the registered capital, the Company shall inform the creditors within 10 days and publish at newspapers within 30 days after the resolution is made. Within 30 days upon receipt of the notice, the creditor who fails to receive the notice, is entitled to demand the Company for settlement of debts or provide the relevant guarantee within 45 days. The Company shall go through the procedures for registration of change at the Company registration organ if applicable.Chapter Four Names of Shareholders, Forms and Amount of InvestmentArticle 5: The names of shareholders, forms and amount of investment of shareholders are as follows:Lu Ruihong: amount of investment: RMB 1,656,759.64 Yuan, accounting for 21.24% of theregistered capital, in the form of money, with the investment fully funded before Aug. 24, 2000.Song Lixian: amount of investment: RMB 6,143,240.36 Yuan, accounting for 78.76% of the registered capital, in the form of money, with the investment fully funded before May 14, 2011.Article 6: All shareholders shall be issued Capital Contribution Certificate after the Company was established.Chapter Five Shareholders’ Rights and ObligationsArticle 7: S hareholders’ rights(1) Attending or authorizing representatives to attend board of shareholders and exercising voting power according to their contribution proportions;(2) Being aware of the Company’s operation and financial status;(3) V oting and being voted to be executive directors or supervisors;(4) Acquiring and transferring dividends according to laws, regulations and Articles of Association;(5) Preempting the contributions that other shareholders have transferred;(6) Preempting the newly-added registered capital of the Company according to their contribution proportions;(7) After termination of the Company, acquiring the residual assets of the Company according to laws;(8) Reading the minutes of shareholders’ meeting and financial reports of the Company.Article 8: S hareholders’ obligations:1. Abiding by Articles of Association;2. Paying the capital contributions they subscribed to on time;3. Bearing debts of the Company on the basis of capital contributions they subscribed to;4. Shall not withdraw the capital contribution after the Company is registered.Chapter Six Conditions for Transferring Capital ContributionArticle 9: The shareholders have the right to transfer all or part of the capital contributions toeach other.Article 10: Transferring capital contribution of shareholders shall be negotiated by board of shareholders. If it is transferred to non-shareholders, it must be approved by majority of all shareholders. The shareholders inform other shareholders in written form for approval on the equity transfer, and it shall be deemed the acceptance without replay within 30 days upon receipt of such written notice. If more than half of the shareholders don’t approve such transfer, they must purchase part of the transferred capital contribution. Otherwise, it is regarded to consent to such transfer.Article 11:The Company should record the name, address and capital contribution of assignee into shareholders list after the shareholder transferred their contribution.Chapter Seven Organizations of the Company and its Formation, their Functions andRules of ProcedureArticle 12: The shareholders’ meeting of the Company shall comprise all the shareholders; it shall be the top authority of the Company and exercise the following authorities:1. Determining the Company’s operation guidelines and investment plans;2. Electing and changing the director and supervisor not assumed by the employee’s representative, and determining the matters concerning his remuneration;3. Deliberating and approving the reports of executive director;4. Deliberating and approving the reports of supervisor;5. Deliberating and approving annual financial budget plans and final account plans of the Company;6. Deliberating and approving profit distribution plans and loss recovery plans of the Company;7. Making resolutions on the increase or decrease of the Company’s registered capital;8. Making resolutions on the issuance of bonds of the Company;9. Making resolutions on the merger, split-up, change of Company form, dissolution and liquidation etc;10. Revising the Articles of Association of the Company.If the shareholders are unanimous on the matters shown above in written form, the shareholders may make a resolution directly without holding the shareholder’s meeting, andall the shareholders shall sign and fix the seal on the resolution.Article 13: The first shareholders’ meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions.Article 14: The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their contribution proportion respectively.Article 15: The shareholders’ meetings shall be classi fied into regular meetings and temporary meetings. All shareholders shall be notified 15 days before the shareholders’ meeting is held; shareholders and executive directors or supervisors representing 1/10 or more of the voting rights can propose to hold a temporary meeting.Article 16: The Company shall not establish the board of directors and the shareholders’ meeting shall be convened and presided over by the executive directors.If the executive director is unable to perform his duties, the supervisor of the Company may convene and preside over such meetings; if the supervisor is unable to perform his duties, the shareholder representing 1/10 or more of the voting rights can propose to hold the shareholders’ meeting at his discretion.Article 17:Shareholders’ meeting shall make a resolution to the concerned matters, which shall be adopted by the shareholders representing 2/3 or more of the voting rights, while the resolution made at a shareholders’ meeting on increasing or reducing the registered capital, merger, split-up, dissolution or change of the Company form or amending the Articles of Association shall be adopted by the shareholders representing 2/3 or more of the voting rights. The board of shareholders shall make the meeting minutes for the resolutions concerned and all shareholders who attend the meeting shall sign on the meeting minutes.Article 18:The Company sets one executive director, which shall be elected by the shareholders’ meeting. The executive directors’ term of office shall be 3 years. The executive director may, after the expiry of his term of office, hold a consecutive term upon re-election.The executive director shall exercise the following authorities:1. Convening shareholders’ meeting and reporting the status on work thereto;2. Carrying out the resolutions made at the shareholders’ meetings;3. Determining the operation plans and investment plans of the Company;4. Working out the annual financial budget plans and final account plans of the Company;5. Working out the profit distribution plans and loss recovery plans of the Company;6. Working out the plans on the increase or decrease of registered capital, and issuance of bonds of the Company;7. Drawing out the plans on merger, split-up, dissolution, change of the Company form, and etc. of the Company;8. Making decisions on the establishment of the internal management departments of the Company;9. Making decisions on nomination and election of manager of the Company, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remunerations;10. Drafting the Company’s basic management system;11. Other duties as specified in Articles of Association.Article 19: The Company sets one manager who shall be appointed or dismissed by the executive director. The Company’s manager shall be responsible for the executive director and shall exercise the following authorities:1. Taking charge of the management of the production and business operations of the Company;2. Organizing the execution of the Company’s annual operational plans and investment plans;3. Drafting plans on the establishment of the Company’s internal management departments;4. Drafting the Company’s basic management system;5. Formulating the Company’s concrete bylaws;6. Proposing to hire or dismiss the Company’s vice manager(s) and person(s) in charge of finance;7. Determining to hire or dismiss the persons-in-charge other than those who shall be decided by the executive director;The manager attends the shareholders’ meetings as a non-voting delegate.Article 20: The Company sets one supervisor who shall be elected by board of shareholders. The term of office of the supervisor shall be three years, and the supervisor may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 21: The supervisor shall exercise the following authorities:1. Checking the financial affairs of the Company;2. Supervising the duty-related acts of executive directors and managing officers who violate any law, regulation, the Articles of Association of the Company;3. Demanding any executive directors and managing officers to make corrections if his act has injured the interests of the Company;4. Proposing to convene the temporary shareholders’ meeting and convening and presiding over the shareholder’s meeting when the executive director fails to convene and preside over the shareholder’s meeting.5. Bringing a lawsuit against the executive directors and managing officers.The supervisor attends the shareholders’ meeting as a non-voting delegate.Article 22: The executive director and managing officers of the Company shall not act as the supervisor at the same time.Chapter Eight Legal Representative of the CompanyArticle 23: The executive director is the legal representative of the Company. The executive director’s term of office shall be no more than 3 years. The executive director shall be elected and dismissed by the board of shareholders, and who may, after the expiry of his term of office, hold a consecutive term upon re-election.Article 24: The legal representative shall exercise the following authorities:1.Convening and carrying out the board resolutions, and reporting the status on work toboard of shareholders;2.Carrying out the resolutions made at the shareholders’ meetings and board meetings;3.Signing relevant documents on behalf of the Company;4.Nomination of the manager of the Company, who shall be employed and dismissed by theexecutive director.Chapter Nine Financial and Accounting, Profit Distribution and Labor Servant SystemsArticle 25: The Company shall establish the financial and accounting systems of the Company in accordance with the relevant laws, administrative regulations and provisions enacted by the financial control authorities under the State Council, prepare financial statements at a fiscal year ends, and submit to each shareholder before Mar. 31 on the next year.Article 26: Profit distribution of the Company shall be subject to Company Law and relevant laws and regulations and provisions enacted by the financial control authorities under the State Council.Article 27:Labor and employment system shall be subject to relevant national laws, regulations and provisions enacted by ministry of labor under the State Council.Chapter Ten Causes of Dissolution and Liquidation MethodArticle 28: The operation period of the Company is valid till March 30, 2050.Article 29: The Company should be dissolved in case of any of the following circumstances:1. The term of business operation as stipulated by the Articles of Association expires or any of the matters for dissolution as stipulated in the Articles of Association of the Company appears;2. The shareholders’ meeting decides to dissolve it;3. It is necessary to be dissolved due to merger or split-up of the Company;4. It is ordered to close down by related administrative organs due to the violation of national laws and administrative regulations;5. The Company is unable to operate due to force majeure;6. The Company is declared bankrupt.Article 30: When the Company is dissolved, a liquidation group shall be formed according to Company Law. After liquidation of the Company is completed, the liquidation group shall formulate a liquidation report, wh ich shall be submitted to the shareholders’ meeting and competent authorities for confirmation and shall be submitted to the Company registration authority for writing off the registration of the Company, then declare the cancellation of the Company.Chapter Eleven Other Matters to be Stipulated Shareholder Considers NecessaryArticle 31: The Company may amend the Articles of Association based on demand or matters concerned the registration alteration, the amended articles of association shall not be in contradiction with the laws and regulations, the amendment to the articles of association shall be adopted by all shareholders of the Company by voting. The amended articles of association shall be submitted to former Company registration authority and make relevant alteration registration for registration authority, if any.Article 32: The articles of association shall be interpreted by board of shareholders.Article 33:Registered particulars of the Company shall be subject to confirmation of Company registration authority.Article 34: This Article of Association is established by all investors and shall become effective since the date of establishment of the Company.Article 35: This Article of Association is made in four origin copies, each shareholder keeps one, the Company keeps one, and one for Company registration authority.Signatures of all shareholders: Lu RuihongSong LixianMay 12, 2011。

公司章程范本中的公司章程中英文对照范例

公司章程范本中的公司章程中英文对照范例公司章程（Articles of Association）第一章：总则第一条【公司名称】本公司的名称为[公司名称]（简称“本公司”）。

第二条【公司类型】本公司为有限责任公司。

第三条【注册地址】本公司的注册地址为[注册地址]。

第四条【经营范围】本公司的经营范围包括但不限于：[经营范围]。

第五条【注册资本】本公司的注册资本为人民币[注册资本金额]（大写：人民币[注册资本金额大写]）。

第六条【股东】本公司的股东包括但不限于：[股东1姓名]、[股东2姓名]等。

第七条【管理层】本公司的管理层包括但不限于：董事、监事和经理等。

第八条【章程生效】本公司章程于[章程生效日期]生效，并取得法律效力。

第二章：股东权益第九条【股权登记】本公司股权登记由本公司的股东登记薄负责。

第十条【股权转让】股东在转让其股权时，应向公司提出书面申请，董事会有权根据有关法律和本章程的规定，决定是否同意该转让。

第十一条【股息分配】公司在扣除必要的费用后，将根据股东持有的股份比例，派发相应的股息。

第三章：董事会第十二条【董事会的职责】董事会按照法律、法规和公司章程的规定，管理和监督公司的日常运营和决策事项。

第十三条【董事的任职和离职】董事由股东大会选举产生，任期为[董事任期]。

董事可以连任。

第十四条【董事会决策】董事会的决策应当以股东利益为核心，并经过多数董事的同意方可生效。

第四章：监事会第十五条【监事会的职责】监事会按照法律、法规和公司章程的规定，对公司的财务状况和经营情况进行监督。

第十六条【监事的任职和离职】监事由股东大会选举产生，任期为[监事任期]。

监事可以连任。

第五章：经理第十七条【经理的职责】经理负责公司的日常经营管理工作。

第六章：公司章程的修订和解释第十八条【章程的修订】对公司章程的修订应当经过股东大会的决议，并符合法律和法规的要求。

第十九条【章程的解释】对公司章程的解释权归属于本公司的股东大会。

公司章程翻译中英文对照

公司章程翻译中英文对照公司章程第一章总则第一条公司名称：XXX有限公司（以下简称“公司”）。

第二条公司性质：本公司为有限责任公司。

第三条公司注册地址：XXX省XXX市XXX区XXX街XXX号。

第四条公司经营范围：1.经营国家法律规定并允许的业务；2.按照公司章程和法律规定的其他业务。

第五条公司的宗旨和经营理念：1.宗旨：本公司以稳定经营、创造价值为宗旨；2.经营理念：诚信经营，追求卓越。

第六条公司的注册资本：壹佰万元整。

第七条公司的业务范围：XXX。

第八条公司组织形式：董事会领导下的总经理制。

第二章股东第九条股东的权利和义务：1.享有公司利润分配权；2.享有优先购买权；4.承担相应的经济风险；5.按照公司章程和法律规定的义务。

第十条股东的出资方式和额度：1.股东可以以货币、实物或者其他形式出资；2.出资额度根据公司章程和股东协议确定。

第十一条股东的增减和转让：1.股东可以随时增加出资额；2.股东可以以书面形式转让股份；3.股权转让需要经过股东会批准。

第十二条股东会：1.股东会是公司的最高权力机构；2.股东会可以代表股东行使公司权力；3.股东会议决议需要通过股东的三分之二以上同意。

第十三条股东会议记录：1.股东会议的时间和地点需要提前通知；2.股东会议记录要详细记录决议内容和投票结果。

第三章经营管理第十四条董事会：2.董事会的成员由股东会选举产生。

第十五条总经理：1.总经理由董事会任命产生；2.总经理负责公司的日常经营管理；3.总经理需要向董事会汇报工作。

第十六条法定代表人：1.公司法定代表人为总经理；2.总经理代表公司行使法律上的权益。

第十七条员工：1.公司鼓励员工的创新和学习；2.公司保护员工的合法权益。

第十八条财务管理：1.公司设立独立的财务部门；2.财务部门负责公司的财务管理。

第四章监督机构第十九条监事会：1.监事会是公司的监督机构；2.监事会的成员由股东会选举产生。

第二十条审计：1.公司每年进行一次审计；2.审计结果由监事会和股东会审核。

中英文章程

ARTICLES OF ASSOCIATIONof*****（BEIJING）****** Co. Ltd*****（北京）******有限责任公司章程Article 1Preface1.01 I n accordance with the “Company Law of People's Republic of China”(hereinafter the “Company Law”), the Law of the People's Republic of China concerning Wholly Foreign-Owned Enterprises (hereinafter the "WFOE Law"),the Implementing Rules of the WFOE Law, as well as other relevant andapplicable Chinese laws and regulations, *********, hereby establish aunipersonal foreign-owned enterprise in ************, China (hereinafter referred to as the “Company”).第一条序言1.01根据《中华人民共和国公司法》（以下简称“《公司法》”）、《中华人民共和国外资企业法》（以下简称“《外资企业法》”）、《中华人民共和国外资企业法实施细则》以及其它相关的和适用的中国法律法规，********（以下简称“******公司”）特此在中国****成立一家外商一人独资企业（以下简称“公司”）。

Article 2Shareholders2.01 These Articles of Association is signed by the sole shareholder:********a company limited by shares incorporated under the laws of Italylegal address: [ ]Legal representative: Mr. [ ]Nationality: *********(hereinafter referred as “Shareholder”).第二条股东2．01 本章程由唯一股东签署：法定代表人：国籍：********（以下简称“股东”）Article 3Structure3.01 1) the Chinese name of the Company is: *****（beijing）******CO.,LTD2) the legal address of the Company is: [];3.02 upon resolution made in written form by the Shareholder and the approval ofthe related government departments, the Company is authorized to set up branches and all other kinds of sub-structures both in China and abroad.3.03 The Company has the status of a legal person and is subject to the jurisdictionand protection of the laws of the People’s Republic of China. All its activities shall be governed and protected by Chinese laws, decrees and other pertinent Rules and Regulations.3.04 The activities of the Company, the rights and obligations of the Shareholder inthe Company are regulated by the provisions of these Articles of Association. 3.05 The Company is a limited liability company. The creditors of the Company haveonly the right of recourse for the Company’s capital and shall not be able toask reimbursement from any of the shareholder. The shareholder undertakes to share the profits and losses of the Company within the limit and proportionally to the registered capital.第三条组织3．01 1）公司的中文名称为：*****（北京）******有限责任公司2）公司法定地址为：3．02 经股东书面形式的决议和有关政府部门批准，公司有权在中国国内以及国外设立分支机构和其它各种形式的分支组织。

xx有限责任公司章程-中英对照版

BYLAWS OF XXXX，INC。

HUI-107483v2ARTICLE IOFFICES1.01Registered Office. The registered office，until changed by action of the Board of Directors, shall be 738 Highway 6 South, Houston, Texas, 77079，USA。

1.02Other Offices。

ARTICLE IIMEETINGS OF THE SHAREHOLDERS2.01Place of Meetings. All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate，as stated in the notice of such meeting or a duly executed waiver of notice thereof。

2.02Annual Meeting. An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine。

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。

香港有限责任公司规章(中英文)

香港有限责任公司规章(中英文)香港有限责任公司规程 (中英文)一、公司名称及注册地址1. 公司名称：公司的名称为「香港有限责任公司」，可使用 Limited (Ltd.) 或Ltd.等缩写形式。

2. 注册地址：公司的注册地址应位于香港，必须在公司成立之日开始使用，且需在公司公开资料中提供。

二、公司目标与业务范围1. 公司目标：公司的目标是经营合法商业，并追求利润最大化，以满足股东的利益。

2. 业务范围：公司的业务范围主要包括但不限于以下方面：[请根据具体情况列出公司的业务范围]三、公司章程与董事会1. 公司章程：公司章程是公司的法律文件，规定了公司的组织结构、内部运营方式以及股东权益等重要事项。

2. 董事会：董事会是公司的管理机构，负责决策和管理公司的日常事务。

董事会由董事组成，并按照公司章程的规定进行选举和任命。

四、股东与股东会议1. 股东：股东是公司的所有者，拥有对公司的所有权和权益。

2. 股东会议：股东会议是股东之间讨论和决策重要事项的场所，通过议案的表决来决定公司的方向和发展。

五、财务管理与报告1. 财务管理：公司应建立健全的财务管理体系，按照相关法律法规要求，及时、准确地记录和报告财务信息。

2. 财务报告：公司应按照法定要求，定期编制和提交财务报告，包括资产负债表、利润表和现金流量表等。

六、遵守法律与合规要求公司在开展业务过程中应遵守香港相关法律法规和合规要求，保证合法合规经营。

七、制定和修改规程公司有权根据业务需要和法律要求，制定和修改公司规程，但应符合相关程序和规定。

八、生效日期与适用范围1. 生效日期：本规程自董事会审议通过之日起生效，并应及时通知相关人员。

2. 适用范围：本规程适用于香港有限责任公司的所有成员和相关工作人员。

以上为香港有限责任公司的规程，供参考和遵守。

有限责任公司章程范本(中英文版)

有限责任公司章程范本（中英文版）中文版的公司章程我们就见多了，那么英文版的呢?下面是精心为大家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。

有限责任公司章程范本(中英文版)Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《 * 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 aordance 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 aordance 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。

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。

公司章程中英对照

公司章程中英对照第一章总则第一条公司名称：XXX有限公司(以下简称“本公司”)第二条公司法定地址：XX省XX市XX区XX路XX号第三条公司经营范围：XXX业务第四条公司出资方式：注册资本金第五条公司业务规模：为了适应市场需求，公司可以根据需要，扩大经营范围。

Chapter 1 General ProvisionsArticle 2 Registered Address: XX Province, XX City, XX District, XX Road, No. XXArticle 3 Business Scope: XXX businessArticle 4 Capital Contribution: Registered capital第二章公司股权第六条公司注册资本总额XXX万元，分为XXX股份，每股面值XXX元。

第七条公司股权以股份形式存在，股份持有人有权享有由其所持有的股份数量所相应的权益。

第八条公司股权的转让需要经股东大会的批准，并按照国家相关法律法规的规定执行。

第九条公司股东享有按照其持股比例分享分红、决策、知情、检查、监督等权利。

第十条股东对于公司的经营决策应当按照法律法规及公司章程的规定，进行听证、表决等程序，确保决策的公平合理。

Article 9 Shareholders have the rights to share dividends, participate in decision-making, be informed, inspect, and supervise in proportion to their shareholding.第三章公司治理第十一条公司设立董事会，负责制定公司的运营策略和决策事项。

第十二条公司董事会由董事组成，董事由股东大会选举产生。

第十三条公司董事会的职权、任职条件、任期等事项由公司董事会章程规定。

第十四条公司设立监事会，监督公司的经营活动，保障公司利益和股东权益。

有限公司章程(中英文)

澳門貿易投資促進局“一站式”服務專責公證員成立公司的申請程序1.根據第29/99號法令【澳門貿易投資促進局章程】第25條第1款a)項，透過使用本局的“一站式”服務，我們的專責公證員便會向投資者提供公證及公司登記服務。

2.有關公司的設立，須繳交之費用包括公證費、印花稅、商業登記費及營業稅及其他相關證明費用等，為方便投資者，本局將預收上述之費用。

程序如下:2.1) 填寫“有限公司章程”及“股東/行政管理機關成員”身份資料表格2.2) 預繳相關費用；申請商業名稱之許可*2.3) 與公證員預約時間，簽訂公司設立公證書；開業申報(營業稅-M/1)*及申請商業登記*＊由本局代向商業登記局及財政局辦理。

註: 為更好地協助及跟進計劃，本局要求投資者提供關於「在澳之初步投資計劃」或「投資意向之初步計劃/ 意向的內容摘要」。

其他注意事項:1.公司完成登記後，僱主應於新員工入職15天內，填報M/2申報表送交“財政局職業稅中心”。

(第2/78/M號法律)2.僱主負責辦理其本身及本地員工之登記，並於每年1、4、7、10月按季地向“社會保障基金”繳交前季度的供款。

(第58/93/M號法令)3.公司於營業後，尚須設置財產清單簿冊、資產負債簿冊及議事錄。

(第40/99/M號法令)“One Stop Service” of the IPIMApplication Procedures for Notary Service and Company Registration1.According to the statute of the Macao Trade and Investment Promotion Institute, DL 29/99, article 25 section 1 (a),through the “One Stop Service” of IPIM, our notary provides a series of services and administrative procedures for company registration.2.For establishing a company, f ees include Notary’s fees, stamp duty, company registration fees, Industrial Tax andrelevant certificates fees. To facilitate investors, an advance payment is preferable. Procedures:2.1)Fill up “M&A of private limited company” and “Shareholder/Administrator identification” forms2.2)Prepay relevant fees; authorization of trade name*2.3)Make an appointment with IPIM Notary for signing Company Establishment Deed; Declaration of Commencement(Industrial Tax-M/1)* and company registration**IPIM assists in the submission of application to the Commercial Registry and Finance Services Bureau on investor s’ behalf.Note: For better assisting, IPIM requests investors to present their “Initial Investment Plan in Macao” or “Summary of Investment Intention or Plan”Other Notice:1.After completion of company registry, employers should fill M/2 form and submit it to the“Finance Services Bureau-Professional Tax Centre” within 15 days of any employment. (Law 2/78/M)2.The employer is responsible for the enrolment of his own and for his workers to the “Social Security Fund”. Quarterlypayment should be contributed in January, April, July and October of every year. (DL 58/93/M)pany should file Fixed Asset Listing, Balance Sheet and Minutes Book after operation. (DL 40/99/M)C:\iknow\docshare\data\cur_work\411223448.doc有限公司章程Memorandum & Articles of the Private Limited Company(1)有限公司Private Company一人有限公司Single Shareholder Private Company(2) 擬採用之公司名稱Proposed Company Name:一第一選擇中文Chinese:First choice 葡文Portuguese:英文English:一第二選擇中文Chinese:Second choice 葡文Portuguese:英文English:(3) 公司在本澳之註冊地址Registered Company Address in Macau:澳門Macau氹仔Taipa路環Coloane電話號碼Telephone no:傳真號碼Fax no:(4)公司所經營之業務Scope of the Business:主要Main:(5) 公司資本(澳門幣) Capital(MOP) :*註冊資本下限為澳門幣25,000元，不設上限。

##有限公司公司章程范本(英文)

STANDARDIZED COMPANYARTICLES OF ASSOCIATION(DRAFT: MAY 10, 2000)STANDARDIZED COMPANY ARTICLES OF ASSOCIATIONTABLE OF CONTENTSChapter 1. General ProvisionsChapter 2. Purpose and Scope of BusinessChapter 3. SharesChapter 4. Shareholders and the General Meeting of ShareholdersChapter 5. Board of DirectorsChapter 6. General ManagerChapter 7. Supervisory BoardChapter 8. Financial Affairs, Accounting and AuditingChapter 9. Labor Management, Labor Union and Employee BenefitsChapter 10. Dispute ResolutionChapter 11. Notification and AnnouncementChapter 12. Merger, Division, Dissolution and LiquidationChapter 13. Amendment of Articles of AssociationChapter 14. Supplementary ProvisionsCHAPTER 1. GENERAL PROVISIONSArticle 1These Articles of Association are formulated according to the China Company Law, the Instruction regarding Articles of Association for Listed Companies, and otherrelevant regulations for the purposes of maintaining the legitimate benefit for the Company, shareholders and creditors, and so as to standardize the organization and behavior of the Company.Article 2This Company is a joint stock limited liability company established according to the Company Law and other relevant regulations.The Company is established with the mode of incorporation by means of share offer, as approved by Decree No. ___ of 2000 of the State Economic and Trade Commission, and registered in the State Administration for Industry and Commerce so asto obtain a business license.Article 3The Company initially issued _____ million RMB common shares to the public on __________, 2000 by the approval of the China Securities Regulatory Commission. Thoseshares included _____ million domestic shares subscribed in RMB form issued toinvestors. The Company was listed on the _________ Stock Exchange on_____________, 2000.(OPTIONAL (IF RELEVANT)- Those shares also included ____ million foreign capital shares subscribed in foreign currency form issued to foreign investors and listed onthe domestic stock exchange.)Article 4The name of the Company is:________________________________________ (Chinese)________________________________________ (English)Article 5The domicile of the Company is:No. ____, ___________ Road, _____________________________Post Code: ____________________Article 6The registered capital of the Company is ______ billion RMB.Article 7The Company is a perpetual joint stock limited liability company.Article 8The Chairman of the Board of Directors is the legal representative of the Co mpany. Article 9The entire assets of the Company is divided into an equal number of shares. Each shareholder shall assume liability to the extent of his shareholding in the Company. TheCompany shall assume liability for its debt to the extent of its entire assets.Article 10From the date that it takes effect, these Articles of Association shall become a binding legal document to standardize the organization and behavior of the Company, andto set the rights and obligations between the Company and its shareholders and for the shareholders with each other.Article 11Other superior/top managers referred to in these Articles of Association are the Secretary of the Board of Directors and the person in charge of financial affairs. Article 12The Company has the right to raise funds through various legal sources, including, but not limited to, loans and the issuance of bonds. However, such funds may be raisedonly after preconditions are met which are set by relevant laws, administrative rules andregulations, and by the provisions of these Articles of Association. The Company also hasthe right to provide a guarantee to any third party.The Company is an independent legal person, all of whose behavior shall abide by China laws and regulations and shall protect the legitimate interests and rights of shareholders. The Company shall be governed and protected by China laws, administrative rules and other regulations issued by the Government.Article 14The Company may invest in other limited liability companies and joint stock limited liability companies. It shall assume liability in such cases to the extent of its investment in such companies.The aggregate amount of such investments shall not exceed the limits set by Article 12 of the Company Law, that is 50% of net assets, and be related to the requirements foroperation and management of the Company.Article 15The Company shall not be an unlimited liability shareholder of any other economic organization.CHAPTER 2. PURPOSE AND SCOPE OF BUSINESSArticle 16The purpose of the Company is to construct, develop and operate a high class roadin a positive manner which has a large potential traffic volume and a stable revenue. Theroad shall improve the road network in its area of operation and for adjacent areas, andpromote regional economic development. It shall satisfy its shareholders with a reasonablerate of return on their investment.Article 17The scope of business of the Company, as approved by the Registration Authority,is to invest in the development, construction and operation of a toll road, to repair vehicles,to lease vehicles and machinery equipment, and to provide consulting services. CHAPTER 3. SHARESSection 1. Issuance of SharesArticle 18The shares of the Company are in the form of stock.Article 19All shares issued by the Company are common shares.Article 20The shares of the Company shall be issued based upon the principle of openness, fairness and impartiality. Thus each share shall have the same rights and each share shallreceive the same profit.The nominal price of the stock issued by the Company shall be indicated in RMB. Article 22The domestic shares issued by the Company shall be in the centralized trusteeshipof the __________ Stock (Exchange) Registration Limited Company. (OPTIONAL (IF RELEVANT)- The foreign capital shares listed in the domestic stock exchange shall also be in the centralized trusteeship of the ____________ Stock (Exchange) Registration Limited Company.)Article 23The total number of common shares issued by the Company after approval are______ billion shares. Upon its establishment, the Company issued common shares to thefollowing sponsors, which account to _____% of the total amount of common shares: _____________________________________(____%)_____________________________________ (___%)_____________________________________ (___%)Article 24The equity structure of the Company is _____ billion common shares, amongwhich ____ million shares are held by the sponsors. The other ____ million shares are held____ million by domestic shareholders and ____ million by foreign shareholders, all listedon the _______ domestic Stock Exchange.(OPTIONAL (IF RELEVANT)- ___ million shares are held by foreign shareholders, all listed on the __________ domestic Stock Exchange.)Article 25The Company or its subsidiary companies (including affiliated enterprises) shallnot provide any financial assistance to persons who purchase or propose to purchase theCompany's shares through such forms as grants, advances, guarantees, compensation orloans. Such persons shall include any person who assumes direct or indirect liability resulting from the purchase of Company shares.In addition, the Company or its subsidiary companies (including affiliated enterprises) shall not, in any form, provide any financial assistance to theabove-mentionedpersons for the purpose of reducing or taking over the obligations of that person. Section 2. Increase in, Reduction of and Repurchase of SharesArticle 26For the purpose of operation and development, and according to laws and regulations and to resolutions made by the Board of Directors, the Company shall adopt thefollowing methods for increasing its capital:1. issue shares to the public;2. restrict sales of stock to the present shareholders;3. allot bonus shares to the present shareholders;4. increase capital using common reserve funds; and5. other methods/modes approved by laws and regulations and by theSecurities Administration Department in the State Council.Article 27The Company may reduce its registered capital according to the regulations set in these Articles of Association. It shall also follow the procedures set in the Company Lawand in other regulations.Where such reduction of capital occurs, the Company shall prepare a balance sheet and inventory of assets.The Company shall inform its creditors of the reduction of registered capital within ten (10) days following the date on which the reduction resolution is adopted, and make atleast three announcements regarding the reduction in a newspaper within thirty (30) days.The creditors shall have the right to claim full repayment of their debts or have the provision of a corresponding guarantee from the Company within thirty (30) days from thedate of receipt of such notice, or within ninety (90) days from the date of the first publicannouncement for those creditors who did not receive a notice directly.After the reduction, the registered capital of the Company shall not be less than the statutory minimum limit.Article 28The Company shall repurchase its shares in the following cases, after the approvalof the relevant Government administrative departments:1. cancellation of the shares to reduce the Company's capital; and2. merger with other companies which have shares in the Company.The Company shall not buy or sell its shares except in the above cases.Article 29Where the Company repurchases its shares, such repurchase shall be conducted in one of the following methods:1. an offer of repurchase of shares is made to all shareholders according to the proportion of stock that they own;2. repurchase through open transaction; and3. other methods/modes as approved by law and regulations and by theSecurities Administration Department in the State Council.Article 30The Company shall canceled the repurchased shares within ten (10) days of their repurchase. It shall apply to the Industrial and Commercial Administration Bureau for achange in its registered capital.Section 3. Transfer of SharesArticle 31The shares of the Company may be transferred according to law.Article 32The Company shall not accept its own shares as a form of hypothecation.Article 33Shares held by sponsors shall not be transferred within three (3) years of the establishment of the Company.Directors, the general manager and other superior managers of the Company shall each declare the number of shares he (or she) possesses during the period of his employment. He (or she) shall not transfer his shares during that period and within six (6)months after leaving that position.Article 34Where shareholders who possess at least 5% of voting rights shares sell their shares within six (6) months after they are purchased, or buy such shares again within six (6) months after selling them, then the profits received shall be owned/taken by the Company.The preceding paragraph is applicable to directors, supervisory personnel, the general manager and other superior managers who are legal person shareholders possessing 5% voting rights shares.CHAPTER 4. SHAREHOLDERS AND THE GENERAL MEETING OF SHAREHOLDERSSection 1. ShareholdersArticle 35Shareholders are the persons who hold shares of the Company legitimately, and whose names are registered in the shareholders' register.Shareholders shall enjoy rights and assume obligations according to the different types of shares held. Shareholders who have the same type of shares shall enjoy the samerights and assume the same obligations.Article 36The shareholders' register is sufficient evidence to prove that shareholders hold the Company's shares,. except where there is evidence to the contrary.Article 37The Company shall establish the shareholders' register based upon evidence provided by the Securities Registration Authority. The register shall list the following information:1. name (title), address (domicile), job/vocation or ownership of each shareholder;2. type and number of shares held by each shareholder;3. whether the shares held by each shareholder have been paid for or are stillpayable;4. the serial numbers of the shares held by each shareholder;5. the date of registration of each shareholder as a shareholder; and6. the date of termination of each shareholder as a shareholder.The Company shall sign a centralized trustee agreement with the Securities Registration Authority to check the information regarding major shareholders and to keeptrack of the change (including pledging of shares) of the holdings of major shareholdersperiodically so that its share structure is kept up-to-date.Article 38Each part of the shareholders' register shall not overlap with another. The transferof shares registered in a certain part of that register shall not also be registered in other partsof the shareholders' register during the registration period.Amendment or change of the shareholders' register shall be conducted according to the relevant law.Article 39When the Company convenes a shareholders' general meeting, allocates a share dividend, makes clearance (????) or conducts other actions where share rights are requiredto be identified, then the Board of Directors shall set one day as share rights registrationday. Shareholders who are recorded before the completion of registration shall then be considered shareholders of the Company.Article 40A change of registration of shareholders shall not occur due to a transfer of shares within thirty (30) days of the convening of a shareholders' general meeting or within five(5) days prior to the date set for allocation of share dividends.Article 41Where any shareholder requires the registration of his name (or title) on the shareholders' register or the cancellation of his name (or title) from the shareholders' register due to an objection to what is contained in the shareholders' register, then he mayapply to the court which has jurisdiction for a change in the shareholders' register. Article 42Where any shareholder who is registered in the shareholders' register, or is requiredto register his name (or title) in the shareholders' register, loses his original shares, then hemay apply to the Company for the issuance of new shares on the basis of the relevant original shares. Where shareholders holding domestic shares apply for such reissuance,then Article 150 of the Company Law shall be applicable.After the reissuance of new shares by the Company according to these Articles of Association, the name (or title) of bona fide purchasers who hold theabove-mentioned newshares or of shareholders who are registered as the owners of such shares (as a bona fidepurchaser) shall not be canceled from the shareholders' register.Article 43The Company has no obligation to indemnify any person damaged by the cancellation of original shares or by the reissuance of new shares, except where a party canprove that the Company has acted fraudulently.Article 44The shareholders of the Company shall enjoy the following rights:1. to obtain share dividends and other types of benefit allocation to the extentof their number of shares;2. to attend, or entrust a proxy on his behalf to attend, the shareholders'general meeting;3. to exercise voting rights according to their number of shares;4. to supervise the operations of the company, and make recommendationsand inquiries regarding such operations;5. to transfer, bestow/donate or pledge their shares according to laws,regulations and articles of association;6. to obtain the following information according to laws and these articles of association:1. the articles of association, after payment of the cost of copying;2. the right to request and receive a copy after paying a reasonable feeof:A. information concerning their share holding;B. a record of the shareholders' general meeting;C. the interim report and annual report; andD. the total amount of equity and the equity structure.7. where the Company terminates or liquidates, to participate in theallocation of the residuary assets of the Company according to theirnumber of shares; and8. other rights entrusted to them by laws, regulations and by theseArticles of Association of the Company.Article 45Where shareholders request the checking of relevant information or ask for materials listed in the preceding Article, then they shall provide written documents whichproof the type and number of their shares. The Company shall check their status and provide the materials requested.Article 46Where a resolution is passed by the shareholders' general meeting and the board ofdirectors violates laws and regulations and infringes on legitimate benefits of shareholders,then the shareholders have the right to file suit to stop such illegal actions and prejudicialacts in the People's Court concerned.Article 47Shareholders shall perform the following obligations:1. obey the Articles of Association;2. render equity according to the shares they subscribed and the type of admission; (??????)3. not retire shares, except in the cases regulated by laws and regulations;4. other obligations as stipulated by laws and regulations, and by theseArticles of Association.Article 48Where shareholders who possess 5% or more of the shares of the Company pledge their shares, then they shall report to the Company in writing within three (3) working daysfrom the date that such pledge occurred.Article 49Where the holding/dominant shareholder exercises his voting rights, he shall not make decisions which impair the legitimate benefit of the Company and of other shareholders.Article 50The "holding/dominant shareholder", as referred to in these Articles of Association,is the shareholder who has one of the following characteristics:1. he himself, or by taking concerted action with other persons, can selectmore than one-half of the Company directors;2. he himself, or by taking concerted action with other persons, can exercisemore than 30% of the voting rights or can control the exercise of morethan 30% of the voting rights;3. he himself, or by taking concerted action together with other persons,possesses more than 30% of the shares of the Company; and4. he himself, or by taking concerted action together with other persons, cancontrol the Company in reality through other methods.The "concerted action" referred to above relates to the agreement of two or more persons (whether oral or written) that one of those persons has the voting rights to controlor stabilize the control of the Company.Section 2. Shareholders' General MeetingArticle 51The shareholders' general meeting decides the important issues regarding the Company. It shall exercise the following functions and powers according to law:1. to decide the business operation and investment plans for the Company;2. to elect and replace members of the board of directors, and to decide uponmatters related to the remuneration of the directors;3. to elect and replace the supervisors who are represented by shareholdersand to decide upon matters concerning the remuneration of suchsupervisors;4. to examine and approve the report of the Board of Directors;5. to examine and approve the report of the supervisory board;6. to examine and approve the Company's fiscal budget and its final accounts;7. to examine and approve plans for the Company's profit distribution and forthe making up of its losses;8. to adopt resolutions on the increase or reduction of the registered capital ofthe Company;9. to adopt resolutions regarding the issuance of Company bonds;10. to adopt resolutions on matters such as merger, division, dissolution and liquidation of the Company;11. to amend the Articles of Association;12. to adopt resolutions on the hiring or firing of an accounting firm;13. to examine and approve proposals made by shareholders who representmore than 5% of the total shares with voting rights which are issued to the public; and14. to examine and approve other matters which shall be determined by the shareholders' general meeting, based upon laws, regulations and theseArticles of Association.Article 52There are two types of shareholders' general meeting, namely the annual meeting and the special/periodic meeting. The annual meeting shall be convened once a year withinsix (6) months after the end of the preceding fiscal year.Article 53A special shareholders' general meeting shall be convened within two (2) months if one of the following situations occurs:1. if the number of directors is less than the minimum number set by the Company Law, or less than two-thirds of the number required by these Articles of Association;2. if the amount of the Company's losses that have not been made up reachone-third of its total share capital;3. if shareholders holding ten percent (10%) or more of the Company's shares, either individually or jointly (not including proxy rights) request in writing the conveningof a shareholders' meeting;4. if the board of directors deems it necessary;5. if the supervisory board proposes to convene: and6. other situations, as stipulated in these Articles of Association.The holding of shares by shareholders for item 3 shall be calculated as of the date of the written request.Article 54A special shareholders' general meeting may adopt resolutions only upon the matters listed in the notice of meeting.Article 55A shareholders' general meeting shall be convened by the Board of Directors in accordance with law and presided over by the Chairman of the Board. Where the Chairman is unable to perform his duties due to special reasons, then the Vice Chairman, orother director designated by the Chairman, may preside over such meetings. Where theChairman and Vice Chairman and any other candidates designated by the Chairman areunable to attend the meeting, then a shareholder voted by a majority of all shareholdersattending the meeting may preside. Where such shareholder is unable to preside over themeeting due to any reason, then the meeting shall be presided over by the shareholder (orhis proxy) who attends the meeting and holds the most voting rights.Article 56When the Company plans to convene a shareholders' general meeting, then the Board of Directors shall notify all shareholders forty-five (45) days prior to the meeting.The shareholders who are going to attend the meeting shall give a written reply that theywill attend to the Company twenty (20) days prior to the meeting.In calculating the forty-five (45) days' notice, the date of the issuance of notification shall not be included.Article 57The Company shall calculate the number of shares with voting rights based uponthe written reply received twenty (20) days prior to the shareholders' general meeting. Where the number of voting rights shares held by shareholders who are going to attend themeeting reaches one-half (1/2) of the total of shares with voting rights of the Company,then the general meeting can be held. Otherwise, the Company shall inform the shareholders again, using the form of an announcement about the matters to be discussed inthe meeting, of the date and location of a meeting to be held within five (5) days. The Company may convene such a shareholders' general meeting after such announcement hasbeen made.Article 58The notice for a shareholders' general meeting shall meet the followingrequirements:1. be in written form;2. specify the date, location and duration of the meeting;3. describe the matters to be considered at the meeting;4. provide the materials and explanations necessary for shareholders to make sensible decisions regarding the matters to be discussed. Principally, these include (but arenot limited to) the specific terms and contract (if there is one) for a proposed transaction,and a detailed explanation of its origin and sequence where the Company proposes a merger, repurchase of shares, restructuring of shares or other form of restructuring;5. where any directors, supervisory personnel, the general manager and other superior managers have an important interest with regard to matters to be discussed, thenthe nature and extent of that interest shall be disclosed. Further, where the impact of thematters to be discussed by such directors, supervisory personnel, general manager and other superior managers who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated;6. contain the full text of any special resolution proposed to be passed at the meeting;7. provide a clear description stating that all shareholders have the right toattend the shareholders' general meeting and to entrust a proxy, as necessary, who does notneed to be a shareholder of the Company, to attend the meeting and also to put forward aresolution;8. the time set for delivery of the name and address of any proxies for voting;9. the date set for final registration of shareholders who are eligible to attendthe shareholders' general meeting; and10. the name and phone number of the contact person regarding the meeting.Article 59The notice of the shareholders' general meeting shall be delivered by a specific person or mailed, postage paid, to all shareholders (whether or not such shareholder has avoting right). The address of the receiving party shall be the address registered in the shareholders' register. The notice of a shareholders' general meeting shall be in the form ofan announcement for shareholders who hold domestic shares.The announcement mentioned in the preceding paragraph shall be published in oneor more newspaper appointed by the Securities Registration Authority/Administrative Department of the State Council prior to 45 to 50 days before the meeting. All shareholders who hold domestic shares shall be considered as having received that noticeof shareholders' general meeting upon the publication of that announcement.Article 60Where the meeting notice is not delivered to, or received by, a person who has the right to get a meeting notice because of an accidental mistake, the meeting and any resolution adopted at that meeting shall not be invalid due to that cause.Article 61Shareholders may attend the shareholders' general meeting either themselves ormay entrust a proxy to attend the meeting and make decisions for them. Shareholders shall entrust a proxy in a written form which shall be signed by the consigning party and by the party receiving the proxy. Where the party giving the proxy isa legal person, the proxy/power of attorney shall be affixed with its seal and signed by theperson receiving the proxy.Article 62Shareholders who attend the general meeting in person shall show their identification cards and evidence of their shareholding. Where they entrust another personto be their proxy and attend the meeting, then the proxy shall provide his identificationcard, the power of attorney for the proxy, and evidence of the shareholding.The legal representative or proxy entrusted by the legal representative of a shareholder which is a legal person may attend the meeting. Where a legal representativeattends the meeting, then he shall present his identification card, effective evidence of hisqualification as a legal representative and evidence of the shareholding. Where an entrusted proxy attends the meeting, then the proxy shall present his identification card, thepower of attorney issued for him by the legal representative of a shareholder who is a legalperson, and evidence of the shareholding.Article 63A power of attorney issued by a shareholder to entrust another person as proxy to attend a meeting shall contain the following:1. the name of the shareholder giving the proxy;2. the voting rights of that shareholder (if any);3. the instruction to the proxy on every item to be discussed at the meeting,whether to approve, oppose or abstain;4. if the shareholder has voting rights on a provisional proposal which will belisted in the general meeting agenda, what is the detailed instruction on how to use thosevoting rights;5. the date and validation of the power of attorney/proxy;。

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:。

Limited Liability Company(有限责任公司章程)

正文简单编辑LIMITED LIABILITY COMPANYOPERATING AGREEMENT Execution CopyCCC Ventures I, LLCA _________(PLACENAME)Limited Liability Company_________,_________,_________(M/D/Y)TABLE OF CONTENTSARTICLE I NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name1.2. Agreement1.3. Purpose; Powers1.4. Registered Office and Agent1.5. Principal Office1.6. DefinitionsARTICLE II TERM AND TERMINATION OF THE COMPANY2.1. Term2.2. Termination2.3. Extension of TermARTICLE III INITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address3.2. Admission of Additional Members3.3. Death, Disability or Withdrawal of a Managing Member3.4. Withdrawal of a MemberARTICLE IV MANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management4.2. Conversion of Status as Managing Member4.3. Liability of Members to the Company and the Other Members 4.4. Restrictions on the Members4.5. Additional Restrictions on Non-Managing Members4.6. OfficersARTICLE V CAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members 5.2. Liability of the Members5.3. Liability of Transferees5.4. Defaulting MembersARTICLE VI CAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts6.2. Definitions6.3. Allocation of Net Income or LossARTICLE VII EXPENSESARTICLE VIII DISTRIBUTIONS8.1. Interest8.2. Mandatory Distributions8.3. Discretionary DistributionsARTICLE IX ASSIGNMENT OR TRANSFER OF MEMBERS' INTERESTS9.1. Restrictions on Transfer of Members' Interests9.2. Opinion of Counsel9.3. Violation of Restrictions9.4. Agreement Not to Transfer9.5. Multiple Ownership9.6. Substitute MembersARTICLE X VESTING OF PERCENTAGE INTERESTS10.1. Vesting of Managing Members' and CCC's Interests10.2. Vesting of Other Non-Managing Members' and Additional Members' Interests ARTICLE XI DISSOLUTION AND LIQUIDATION OF THE COMPANY11.1. Liquidation ProceduresARTICLE XII FINANCIAL ACCOUNTING AND REPORTS12.1. Tax Accounting and Reports12.2. Valuation of Securities and Other Assets Owned by the Company 12.3. Supervision; Inspection of Books12.4. ConfidentialityARTICLE XIII OTHER PROVISIONS13.1. Execution and Filing of Documents13.2. Other Instruments and Acts13.3. Binding Agreement13.4. Governing Law13.5. Notices13.6. Power of Attorney13.7. Amendment Procedure13.8. Effective Date13.9. Entire Agreement13.10. Titles; Subtitles13.11. Company Name13.12. Exculpation13.13. Indemnification13.14. Limitation of Liability of Members13.15. Arbitration13.16. Tax Matters Partner13.17. Taxation as CompanyARTICLE XIV MISCELLANEOUS TAX COMPLIANCE PROVISIONS14.1. Substantial Economic Effect14.2. Income Tax Allocations14.3. WithholdingEXHIBIT A Members' Capital Commitments and Percentage InterestsCCC Ventures I, LLCa _________(PLACENAME) Limited Liability CompanyOPERATING AGREEMENTThis Operating Agreement is entered into as of _________,_________,_________(M/D/Y), by and among (i) AAA(Sb) and BBB(sb), as managing members (the "Managing Members"), and (ii) CCC Group, Inc. ("CCC") and each of the other persons whose names are set forth under the heading "Non-Managing Members" on Exhibit A attached hereto, as non-Managing Members (such persons and any additional non-Managing Member admitted after the date of this Agreement being referred to herein as the "Non-Managing Members"). The Managing Members and the Non-Managing Members are referred to herein collectively as the "Members."The Members have formed the Company by causing a Certificate of Formation (the "Certificate") conforming to the requirements of the _________(PLACENAME) Revised Limited Liability Company Act (the "Act") to be filed in the Office of the Secretary of State for the State of _________(PLACENAME).ARTICLE INAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name. The name of the Company is "CCC Ventures I, LLC." The affairs of the Company shall be conductedunder such name or such other name as the Managing Members may, in their discretion, determine.CCC hereby grants the Company the right, at no cost, to use the "CCC" name for the term of theCompany as set forth in Article II hereof.1.2. Agreement. In consideration of the mutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Members executingthis Agreement hereby agree to the terms and conditions of this Agreement, as it may be amendedfrom time to time. It is the express intention of the Members that this Agreement shall be thesole statement of agreement among them, and, except to the extent a provision of this Agreementexpressly incorporates matters by express reference, this Agreement shall govern even wheninconsistent with or different from the provisions of the Act or any other provision of law.1.3. Purpose; Powers.(a) Purpose. The primary purpose of the Company is to act as the general partner of CCC eCommerceFund, L.P. (the "Fund").(b) Powers. Subject to all of the terms and provisions hereof, the Company shall have all powersnecessary, suitable or convenient for the accomplishment of the purpose of the Company,including, without limitation, the following:(1) to purchase, sell, invest and trade in securities of every kind, including, withoutlimitation, capital stock, limited partnership interests, bonds, notes, debentures,securities convertible into other securities, trust receipts and other obligations,instruments or evidences of indebtedness, as well as in rights, warrants and optionsto purchase securities;(2) to make and perform all contracts and engage in all activities and transactions necessaryor advisable to carry out the purposes of the Company, including, without limitation,the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidentsof ownership or possession with respect to any Company asset or liability; the borrowingor lending of money and the securing of payment of any Company obligation by hypothecationor pledge of, or grant of a security interest in, Company assets; and the guarantee ofor becoming surety for the debts of others; and(3) otherwise to have all the powers available to it as a limited liability company underthe Act.1.4. Registered Office and Agent. The initial address of the Company's registered office in_________(PLACENAME) is 15 East North Street, Dover, Wilmington, County of Kent, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine.1.5. Principal Office. The principal office of the Company shall initially be located at 4500 BohannonStreet, Menlo Park, California 94025. The Managing Members may change the location of the principal office of the Company at any time.1.6. Definitions.(b) Affiliate. With reference to any person, any other person controlling, controlled by or underdirect or indirect common control with such person.(c) Agreement. This Operating Agreement of CCC Ventures I, LLC, a _________(PLACENAME) limitedliability company.(d) Assignee. This term shall have the meaning ascribed to it in Paragraph 5.4.(e) Bankruptcy. A person or entity shall be deemed bankrupt if:(1) any proceeding is commenced against such person or entity as "debtor" for any relief underbankruptcy or insolvency laws, or laws relating to the relief of debtors,reorganizations, arrangements, compositions or extensions and such proceeding is notdismissed within ninety (90) days after such proceeding has commenced, or(2) such person or entity commences any proceeding for relief under bankruptcy or insolvencylaws or laws relating to the relief of debtors, reorganizations, arrangements,compositions or extensions.(f) Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a).(g) Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b).(h) Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1.(i) Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). (j) Carry. The Company's 20% carried interest in the income of the Fund.(k) Certificate. The Certificate of Formation of CCC Ventures I, LLC, a _________(PLACENAME) limited liability company.(l) Code. The Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).(m) Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). (n) Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c).(o) Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d).(p) Management Fee. The management fee receivable by the Company from the Fund.(q) Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). (r) Percentage Interest. This term shall have the meaning ascribed to it in Paragraph 6.2(f).(t) Securities Act. The Securities Act of 1933, as amended from time to time.(u) Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other businessinterests of every type, including interests in partnerships, joint ventures, proprietorshipsand other business entities.(v) TMP. This term shall have the meaning ascribed to it in Paragraph 13.16.(w) Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1.(x) Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeedingRegulations).ARTICLE IITERM AND TERMINATION OF THE COMPANY2.1. Term. The term of the Company shall continue until one (1) year after the dissolution of the Fundunless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the "Termination Date."2.2. Termination. The Company shall terminate prior to the end of the period specified in Paragraph 2.1at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members.2.3. Extension of Term. The term of the Company may be extended by the Managing Members. The ManagingMembers shall provide notice of any such extension to the Non-Managing Members.ARTICLE IIIINITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address. The persons listed on Exhibit A are hereby admitted as Members of the Company.Exhibit A shall be amended from time to time to reflect changes in the membership of the Company (including the admission of Additional Members). Any such amended Exhibit A shall supersede all prior Exhibit A's and become part of this Agreement and shall be kept on file at the principal office of the Company.3.2. Admission of Additional Members. Persons may be admitted to the Company as additional members("Additional Members") on such terms and conditions as shall be determined by the Managing Members, in their sole discretion. Each Additional Member shall be admitted only if he shall have executed this Agreement or an appropriate amendment to it in which he agrees to be bound by the terms and provisions of this Agreement as they may be modified by that amendment. Admission of a new Member shall not cause the dissolution of the Company.3.3. Death, Disability or Withdrawal of a Managing Member.(a) In the case of a Managing Member's death, permanent physical or mental disability or withdrawalfrom the Company, the Company shall not dissolve or terminate, but its business shall becontinued without interruption or without any break in continuity by the remaining Members,with the remaining Managing Member continuing to serve as the sole Managing Member unlesshe appoints an additional Managing Member, in his sole discretion. Any deceased, disabledor withdrawn Managing Member (or the holder of his interest) shall become a Non-ManagingMember, and the interest of such Managing Member shall become a Non-Managing Member's interest.Such former Managing Member or the holder of such interest shall have no right to participatein the management of the Company and no right to consent to or vote upon any matter, exceptas provided in Paragraph 13.7.(b) If such change in the former Managing Member's status shall result in multiple ownership ofany Non-Managing Member's interest, one or more trustees or nominees may be required to bedesignated to represent a portion of or the entire Non-Managing Member's interest for thepurpose of receiving all notices which may be given and all payments which may be made underthis Agreement, and for the purpose of exercising all rights which such Non-Managing Memberhas pursuant to the provisions of this Agreement.3.4. Withdrawal of a Member.(a) Except with the consent of the Managing Members, the interest of a Member may not be withdrawnfrom the Company in whole or in part except in the event of the death or declaration of legalincompetency of such Member and in such event only if the election to withdraw is given bythe personal representative or representatives of such Member in writing to the ManagingMembers within three (3) months after the date of the appointment of such personalrepresentative or representatives, or within six (6) months from the date of death ordeclaration of legal incapacity of such Member, whichever is earlier. In the event of suchelection to withdraw, the interest of such Member shall be withdrawn in its entirety and shallbe valued as of the date of withdrawal pursuant to the provisions of Paragraph 12.2 and paidfor in the manner hereinafter provided by this paragraph. The Managing Members shall beentitled, in their sole discretion, to make the distribution in respect of the interest ofthe withdrawing Member in cash, in kind or pursuant to a promissory note due upon terminationof the Company, or in any combination thereof. If any distribution is to be made in kind andif such distribution cannot be made in full because of restrictions on the transfer ofSecurities or for any other reason, distribution may be delayed until an effective transferand distribution may be made, and Securities that will be transferred in respect of thewithdrawing Member's interest shall be designated. Such designated Securities willnevertheless be subject to the full right and power of the Managing Members to deal with themin the best interests of the Company, including the right to substitute other Securities ofequivalent value.(b) In the event of the withdrawal of any Member pursuant hereto, the Percentage Interests and CapitalAccounts of the withdrawing Member and the remaining Members shall be appropriately adjusted,including any adjustments required as a result of any vesting provisions applicable to thewithdrawing Member's interest.(c) The withdrawal of a Member shall not be cause for dissolution of the Company.ARTICLE IVMANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management. The Managing Members shall have the sole and exclusive control of the management andconduct of the affairs of the Company. Any action shall, unless otherwise specified by the Managing Members, require approval of both Managing Members (or the sole remaining Managing Member). The right, power and authority of the Managing Members to carry on the affairs of the Company and to do any and all acts on behalf of the Company shall, subject to any specific limitations set forth in this Agreement and the Limited Partnership Agreement of the Fund, include without limitation the following:(a) To cause the Company to perform the duties and exercise the rights of the general partner ofthe Fund.(b) To purchase, hold, sell or otherwise effect transactions in Securities (whether marketable orunmarketable) and other investments of the Company.(c) To incur indebtedness on behalf of the Company and the Fund.(d) To guarantee indebtedness on behalf of the Company and the Fund.(e) To loan money to any of the Members upon such terms and conditions as the Managing Members mayprescribe.(f) To deposit or hold Securities and other assets of the Company in the Company's name or in suchstreet or nominee names as may be determined from time to time by the Managing Members, atsuch securities firms, banks or depositories as shall be designated by the Managing Members.All withdrawals therefrom or directions with respect thereto shall be made on the signatureof either Managing Member.(g) To provide management services or to designate an entity or entities to manage the Fund andto receive fees from the Fund and to enter into an agreement or agreements with such an entityor entities upon such terms and conditions as the Managing Members shall deem appropriatefor the management of the Fund. Such an agreement or agreements may be entered into with firmsor business entities controlled by or comprised of either or both Managing Members or anAffiliate of either or both Managing Members.(h) Generally, to perform all acts deemed by the Managing Members appropriate or incidental to theforegoing and to carry out the purposes and business of the Company and the Fund.4.2. Conversion of Status as Managing Member. Any Managing Member who has become a Non-Managing Membershall not participate in the control, management and direction of the business of the Company or the Fund.4.3. Liability of Members to the Company and the Other Members. No Member shall be liable to any otherMember for honest mistakes in judgment or for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company, or for losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company; provided that such employee, broker or agent was selected,engaged or retained with reasonable care. Each Managing Member and, with the consent of the Managing Members, a Non-Managing Member, may consult with counsel and accountants on matters relating to Company affairs and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Paragraph 4.3 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (i) as a result of recklessness or intentional wrongdoing, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, provided that this Paragraph 4.3 shall be construed so as to effectuate the provisions hereof to the fullest extent permitted by law.4.4. Restrictions on the Members.(a) Except with the consent of the Managing Members or as otherwise specifically permitted by thisAgreement, no Member shall mortgage, encumber, pledge or otherwise dispose of his or herinterest in the Company or in the Company's assets or property or enter into any agreementas a result of which any other person shall have rights as a Member of the Company.(b) No Member may buy from or sell to the Company any Securities without the prior written consentof the Managing Members except purchases or sales explicitly permitted by this Agreement.(c) No Member shall do any act in contravention of this Agreement or the Fund's Limited PartnershipAgreement.4.5. Additional Restrictions on Non-Managing Members.(a) The Non-Managing Members shall take no part in the control or management of the affairs of theCompany nor shall Non-Managing Members have any power or authority to act for or on behalfof the Company as a result of this Agreement except as expressly authorized from time to timeby the Managing Members.(b) Except as otherwise required by law or as expressly provided herein, the Non-Managing Membersshall have no rights to vote, call meetings of the Members or otherwise exercise any similarrights or powers.4.6. Officers. The Managing Members may appoint such officers of the Company as they shall deem advisableand shall have the discretion to remove any officers at any time.ARTICLE VCAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members. Set forth opposite the name of eachMember listed on Exhibit A attached hereto is such Member's "Capital Commitment" to the Company and its resulting percentage membership interest in the Company ("Percentage Interest"). Each Member's Capital Commitment represents the aggregate amount of capital that such Member has agreed to contribute to the Company in accordance with the terms hereof in order to fund the Company's capital commitment to the Fund.(a) In the event that the capital commitment of the Company to the Fund is increased, the CapitalCommitments of the Members shall be increased in an amount, in the aggregate, equal to suchincreased obligation to the Fund. Such aggregate increased commitment shall be shared betweenthe Members in proportion to their Capital Commitments.(b) The Managing Members shall provide at least twelve (12) business days' prior written noticeof any required contribution to the capital of the Company, specifying the amount thereof.The Members shall make their contributions to the Company's capital in cash, except asotherwise determined by the Managing Members. No Member shall be required to contribute anyamount in excess of such Member's Capital Commitment (as such Capital Commitment may beincreased pursuant to subparagraph (a)) without such Member's written consent. Any capitalcontributions hereunder with respect to the Capital Commitments of the Members (each a "CapitalContribution") shall be made in such amount as shall be specified by the Managing Membersand any such contributions required hereunder shall be in proportion to the Members' respectiveCapital Commitments.(c) In addition to the Capital Commitments set forth on Exhibit A, CCC shall make CapitalContributions (up to a maximum of $ _________) to fund any excess of the Company's operatingexpenses in excess of the Management Fee. CCC's Percentage Interest shall not be increasedas a result of such Capital Contributions.5.2. Liability of the Members.(a) Except as expressly set forth herein, or as otherwise required by law, no Member shall be liablefor any debts or obligations of the Company.(b) Each Member acknowledges the obligation of the Company pursuant to the Limited PartnershipAgreement of the Fund to contribute to the capital of the Fund cash or Securities to satisfythe Company's "clawback" obligation to the Fund. Each Member agrees that, in the event theCompany is required to make a "clawback" payment pursuant to the Limited Partnership Agreementof the Fund, he or she will return any or all distributions made to him or her pursuant tothis Agreement attributable to the Company's carried interest in the Fund as may be requiredto satisfy such obligation, with each Member being severally (but not jointly) liable, inproportion to their respective shares in such distributions.5.3. Liability of Transferees. For purposes of this Agreement, any transferee of an interest in theCompany, whether or not admitted as a substitute Member or treated as a transferee or successor in interest who has not been admitted as a substitute Member (an "Assignee") hereunder, shall be treated as having contributed the amounts contributed to the Company by the transferor, as having received distributions made to the transferor, and as having been allocated any Net Income or Net Loss allocated to the transferor of the interest in the Company held by the transferee.In addition, the transferee shall be liable for the transferor's liability for future contributions to the Company. Notwithstanding the above, the transfer of an interest shall not relieve the transferor from any liability hereunder except to the extent that the transferee has actually made all contributions or payments required of the transferor.5.4. Defaulting Members.(a) If a Non-Managing Member fails to pay any amount which it is required to pay to the Companyon or before the date when such amount is due and payable, such Non-Managing Member shallbe deemed to be in default hereunder (a "Defaulting Member"), and written notice of defaultshall be given to such Non- Managing Member by the Managing Members. The Company shall beentitled to enforce the obligations of each Non-Managing Member to make the contributionsto capital specified in this Agreement, and the Company shall have all remedies availableat law or in equity in the event any such contribution is not so made. In the event of anylegal proceedings relating to a default by a Defaulting Member, such Defaulting Member shallpay all costs and expenses incurred by the Company, including attorneys' fees, if the Companyshall prevail. Further, such Defaulting Member shall be obligated to pay the Company interestwith respect to the amount of any capital contribution not made when required by this Agreement,with such interest commencing on the date such contribution is initially due and ending onthe date such contribution is made to the Company. Such interest shall be calculated on thebasis of the then current reference rate announced by Wells Fargo Bank, N.A., or by any otherU.S. commercial bank with capital in excess of _________ Dollars ($ _________) selected bythe Managing Members, plus two percent (2%) per annum.(b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does notremedy a default in the payment of a required contribution within ten (10) business days ofthe receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall nolonger have the right (if any) to vote on any Company matter, and (ii) if the Managing Membersso elect, the other Members shall have the option to pay the remaining capital contributionsof the Defaulting Member in accordance with any procedures and in such proportions as maybe established by the Managing Members. In such event, such Defaulting Member shall be deemedto have withdrawn from the Company and to have forfeited its interest in the Net Income andNet Losses of the Company. Such Defaulting Member shall be entitled to receive only the amountof its Capital Account at the time of the default, with such amount payable, without interest,to the Defaulting Member upon the dissolution of the Company.ARTICLE VICAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts. A Capital Account shall be maintained on the Company's books for each Member.In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.6.2. Definitions. Unless the context requires otherwise, the following terms have the meanings specifiedbelow for purposes of this Agreement:(a) Book Value. The Book Value with respect to any asset shall be the asset's adjusted basis forfederal income tax purposes, except as follows:(1) The initial Book Value of any asset contributed by a Member to the Company shall be thefair market value of such asset at the time of contribution, as determined by thecontributing Member and the Company.。

Limited Liability Co. Agreement(有限责任公司章程)A

正文简单编辑LIMITED LIABILITY COMPANY AGREEMENTTABLE OF CONTENTSARTICLE I CERTAIN DEFINITIONSARTICLE II FORMATION, NAME, OFFICES AND PURPOSES; MEMBERSARTICLE III CAPITAL CONTRIBUTIONSARTICLE IV PARTICIPATION IN COMPANY PROPERTYARTICLE V MANAGEMENTARTICLE VI DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES FOR FEDERA INCOMETAX PURPOSESARTICLE VII ACCOUNTINGARTICLE VIII SALE, TRANSFER, AND ADMISSIONARTICLE IX TERM AND DISSOLUTIONARTICLE X CONVERSION OF CLASS B MEMBERSHIP UNITSARTICLE XI REDEMPTION OF THE CLASS C MEMBERSHIP UNITARTICLE XII DISPUTE RESOLUTIONARTICLE XIII CERTAIN PRECLOSING MATTERSARTICLE XIV INITIAL PUBLIC OFFERINGARTICLE XV GENERAL PROVISIONSExhibit A Initial Business Plan Exhibit B Purchased Assets Exhibit C Registration Rights AgreementCCC, LLCLIMITED LIABILITY COMPANY AGREEMENTTHIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of this _________ day of_________,_________(M,Y), by and between AAA, INC., a _________(STATE) corporation ("AAA"), and BBB, INC., a _________(STATE) corporation ("BBB").WITNESSETH:WHEREAS, AAA and BBB have formed CCC, LLC, a _________(STATE) limited liability company (the "Company"), as a vehicle through which to establish, develop and operate a professional football league to be known as the "CCC", by filing a Certificate of Formation (the "Certificate") with the office of the Secretary of State of the State of _________ on _________,_________,_________(M,D,Y).NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:ARTICLE ICERTAIN DEFINITIONSAs used in this Agreement, the following terms have the following definitions: AAA Global Headquarters. "AAA Global Headquarters" has the meaning ascribed thereto in Section 12.1 of this Agreement.Act. "Act" means the _________ Limited Liability Company Law, _________ Code Annotated, Title 6, Chap. 18, as amendedfrom time to time, in effect.Additional Capital Contribution. "Additional Capital Contribution" has the meaning ascribed thereto in Section 3.2(a) of this Agreement.Adjusted Capital Account Deficit. "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:(i) Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuantto the penultimate sentences in Sections 1.7042(g)(1) and 1.7042(i)(5) of the Regulations; and (ii) Debit to such Capital Account the items described in Sections 1.7041(b)(2)(ii)(d)(4),1.7041(b)(2)(ii)(d)(5) and 1.7041(b)(2)(ii)(d)(6) of the Regulations.The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.7041(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.Affiliate. "Affiliate" means, with respect to a Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person, or any member of the Immediate Family of the second mentioned Person.Agreement. "Agreement" means this Limited Liability Company Agreement, as it may be amended or supplemented from time to time, and is the "Limited Liability Company Agreement" of the Company as defined in Section 18 101(6) of the Act.Board of Managers. "Board of Managers" means the group of Managers that exercises the powers, and manages the business and affairs, of the Company pursuant to Article 5 of this Agreement.Book Item. "Book Item" has the meaning ascribed thereto in Section 6.2(d)(i)(A) of this Agreement.Broadcast Agreement. "Broadcast Agreement" has the meaning ascribed thereto in Section 2.8 of this Agreement. Business. "Business" has the meaning ascribed thereto in Section 2.4 of this Agreement.Business Day. "Business Day" means any day other than a Saturday, a Sunday, or any day on which national banking associations in the State of New York are closed.Call Exercise Notice. "Call Exercise Notice" has the meaning ascribed thereto in Section 8.4(a) of this Agreement. Call Closing. "Call Closing" has the meaning ascribed thereto in Section 8.4(a) of this Agreement.Capital Account. "Capital Account" means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:(i) To each Member's Capital Account there shall be credited (A) such Member's Capital Contributions, (B)such Member's distributive share of Profits and any items in the nature of income or gain which arespecially allocated pursuant to Section 6.2 hereof, and (C) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. The principal amount of a promissory note which is not readily traded on an established securities market and which iscontributed to the Company by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 1.7041(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section1.7041(b)(2)(iv)(d)(2);(ii) To each Member's Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, (B) such Member'sdistributive share of Losses and any items in the nature of expenses or losses which are speciallyallocated pursuant to Section 6.2 hereof, and (c) the amount of any liabilities of such Member assumedby the Company or which are secured by any property contributed by such Member to the Company;(iii) In the event Shares are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Shares;and(iv) In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.7041(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board of Managers shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Member), are computed in order to comply with such Regulations, the Board of Managers may make such modification. The Board of Managers also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.7041(b)(2)(iv)(q), and (ii) makeany appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.7041(b).Capital Contributions. "Capital Contributions" means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company with respect to the Shares in the Company held or purchased by such Member, including additional Capital Contributions.Certificate. "Certificate" means the Company's Certificate of Formation filed with the Secretary of State of the State of _________ on _________,_________,_________(M,D,Y), as amended from time to time.Class A Membership Units. "Class A Membership Units" means the limited liability company Interests of the Company represented by the 800,000 units designated as Class A Membership Units in Section 2.7 of this Agreement. Class B Membership Units. "Class B Membership Units" means the convertible, nonvoting limited liability company Interests of the Company represented by the 400,000 units designated as Class B Membership Units in Section 2.7 of this Agreement.Class C Membership Unit. "Class C Membership Unit" means the redeemable, nonvoting, cumulative, preferred, nonparticipating limited liability company Interest of the Company represented by the 1 unit designated as a Class C Membership Unit in Section 2.7 of this Agreement. Notwithstanding any other provision of this Agreement, the Class C Membership Unit holder shall be entitled solely to a Priority Return to the extent provided herein and shall receive no other allocation of Profit or Loss or distribution hereunder.Code. "Code" means the Internal Revenue Code of 1986, as amended, 26 U.S.C.A., et seq., or any succeeding federal internal revenue law as from time to time in effect. Any reference to any section of the Code shall include the provisions of any successor revenue law as from time to time in effect.Company. "Company" means CCC, LLC, a _________(STATE) limited liability company, being the limited liability company formed pursuant to the Certificate and governed by this Agreement.Company Minimum Gain. "Company Minimum Gain" has the meaning given the term "partnership minimum gain" in Sections 1.7042(b)(2) and 1.7042(d) of the Regulations.Control. "Control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise. Controlled Affiliate. "Controlled Affiliate" means, with respect to a Person, a Person that, directly or indirectly, through one or more intermediaries, is controlled by the first mentioned Person, and, in the case of BBB, also meansany Person that, directly or indirectly, through one or more intermediaries, is controlled by BBB Parent. Conversion Date. "Conversion Date" has the meaning ascribed thereto in Section 10.1(c).Conversion Notice. "Conversion Notice" has the meaning ascribed thereto in Section 10.1(a) of this Agreement. Defaulting Member. "Defaulting Member" has the meaning ascribed thereto in Section 3.2(c) of this Agreement. Deficiency. "Deficiency" has the meaning ascribed thereto in Section 3.2(c) of this Agreement.Deficiency Contribution. "Deficiency Contribution" has the meaning ascribed thereto in Section 3.2(c) of this Agreement.Depreciation. "Depreciation" means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board of Managers.Depreciation Recapture. "Depreciation Recapture" has the meaning ascribed thereto in Section 6.2(d)(i)(B)(iii) of this Agreement.Dispute. "Dispute" has the meaning ascribed thereto in Section 12.1 of this Agreement.Estimated Tax Amount. "Estimated Tax Amount" shall mean, for each Fiscal Year, an amount of cash which, in the good faith judgment of the Board of Managers, equals (i) the amount of taxable income allocable from the Company in respect of such Fiscal Year to the Member receiving the greatest allocation of such income, multiplied by (ii) forty percent (40%).Fair Market Value. "Fair Market Value" has the meaning ascribed thereto in Section 8.5 of this Agreement. Financial Statements. "Financial Statements" has the meaning ascribed thereto in Section 7.3(a) of this Agreement. Fiscal Year. "Fiscal Year" has the meaning ascribed thereto in Section 7.2 of this Agreement.Gross Asset Value. "Gross Asset Value" means with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:(i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fairmarket value of such asset, as determined by the Board of Managers;(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account) as determined by the Board of Managers as of thefollowing times: (A) the acquisition of an additional Interest in the Company by any new or existingMember in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Companyto a Member of more than a de minimis amount of Company property as consideration for an Interest inthe Company; and (C) the liquidation of the Company within the meaning of Regulations Section 1.7041(b)(2)(ii)(g), provided that an adjustment described in clauses (A) and (B) of this paragraph shallbe made only if the Board of Managers reasonably determines that such adjustment is necessary to reflectthe relative economic interests of the Members in the Company;(iii) The Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date ofdistribution as determined by the Board of Managers; and(iv) The Gross Asset Values of the Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but onlyto the extent that such adjustments are taken into account in determining Capital Accounts pursuantto Regulations Section 1.7041(b)(2)(iv)(m) and subparagraph (vi) of the definition of "Profits" and"Losses" or Section 6.2(b)(vii) hereof; provided, however, that Gross Asset Values shall not be adjustedpursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) isrequired in connection with a transaction that would otherwise result in an adjustment pursuant to thissubparagraph (iv).If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses.GAAP. "GAAP" shall mean U.S. generally accepted accounting principles, consistently applied.Immediate Family. "Immediate Family" means, and is limited to, an individual's current spouse, parents, grandparents, children, siblings, grandchildren and other lineal descendants, or a trust or estate of which the primary beneficiaries are such individual or such related persons.Initial Business Plan. "Initial Business Plan" means the budget and strategic operating plan for the Company for the period commencing on _________,_________,_________(M,D,Y) and ending on _________,_________,_________(M,D,Y)in the form attached to this Agreement as Exhibit A.Interest. "Interest" means the entire ownership interest of a Member in the Company at any time, including such Member's Percentage Interest and the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement.IPO. "IPO" has the meaning ascribed thereto in Section 14.1 of this Agreement.Liquidator. "Liquidator" means that Person, or any successor thereto, who shall be designated to liquidate the Company pursuant to Section 9.3 hereof.Manager. "Manager" means any Person hereafter elected as a member of the Board of Managers of the Company as provided in this Agreement, but does not include any Person who has ceased to be a member of the Board of Managers of the Company. Each member of the Board of Managers is a "Manager" within the meaning of Section 18101(10) of the Act. Member. "Member" means any Person executing this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member in the Company, and each Member is a "Member" within the meaning of Section 18101(11) of the Act.Member Nonrecourse Debt. "Member Nonrecourse Debt" has the same meaning as the term "partner nonrecourse debt" in Section 1.7042(b)(4) of the Regulations.Member Nonrecourse Debt Minimum Gain. "Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.7042(i)(3) of the Regulations. Member Nonrecourse Deductions. "Member Nonrecourse Deductions" has the same meaning as the term "partner nonrecourse deductions" in Sections 1.704 2(i)(1) and 1.7042(i)(2) of the Regulations.Merchandising Agreement. "Merchandising Agreement" has the meaning ascribed thereto in Section 2.8 of this Agreement. Monthly Management Reports. "Monthly Management Reports" has the meaning ascribed thereto in Section 7.3(a) of this Agreement.BBB. "BBB" means BBB, Inc., a _________(STATE) corporation, its successors or permitted transferees of its entire Interest, as the case may be.BBB Parent. "BBB Parent" means EEE, Inc., a _________(STATE) corporation.BBB IPO Notice. "BBB IPO Notice" has the meaning ascribed thereto in Section 14.2 of this Agreement.BBB IPO Put Notice. "BBB IPO Put Notice" has the meaning ascribed thereto in Section 14.2 of this Agreement.BBB IPO Put Right. "BBB IPO Put Right" has the meaning ascribed thereto in Section 14.2 of this Agreement. BBB Put Notice. "BBB Put Notice" has the meaning ascribed thereto in Section 8.4(b) of this Agreement.BBB Put Right. "BBB Put Right" has the meaning ascribed thereto in Section 8.4(b) of this Agreement.NFL. "NFL" has the meaning ascribed thereto in Section 5.13 of this Agreement.NonDefaulting Member. "NonDefaulting Member" has the meaning ascribed thereto in Section 3.2(c) of this Agreement. Nonrecourse Deductions. "Nonrecourse Deductions" has the meaning set forth in Section 1.7042(b)(1) of the Regulations.Nonrecourse Liability. "Nonrecourse Liability" has the meaning set forth in Section 1.7042(b)(3) of the Regulations. Notice Letter. "Notice Letter" has the meaning ascribed thereto in Section 12.2 of this Agreement.Observer. "Observer" has the meaning ascribed thereto in Section 5.3 of this Agreement.Offer Period. "Offer Period" has the meaning ascribed thereto in Section 8.3 of this Agreement.Offered Interest. "Offered Interest" has the meaning ascribed thereto in Section 8.3 of this Agreement. Offered Members. "Offered Members" has the meaning ascribed thereto in Section 8.3 of this Agreement.Offering Member. "Offering Member" has the meaning ascribed thereto in Section 8.3 of this Agreement. Percentage Interest. "Percentage Interest" of any Member means the percentage of all outstanding Class A Membership Units and Class B Membership Units, taken together, held by such Member.Performance Based Conversion Notice. "Performance Based Conversion Notice" has the meaning ascribed thereto in Section 10.1(a) of this Agreement.Person. "Person" means any person, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint stock company, trust, business trust, unincorporated association or other entity. Priority Return. "Priority Return" means a sum equal to ten percent (10%) per annum, determined on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days in the period for which the Priority Return is being determined, cumulative (but not compounded) to the extent not distributed in any given Fiscal Year pursuant to Section 6.1(d) hereof, of the Capital Contribution attributable to the Class C Membership Unit ($,_________), commencing on the first day the Class C Membership Unit is issued to the AAA.Profits and Losses. "Profits" and "Losses" mean, for each Fiscal Year, an amount equal to the Company's taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into accountin computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss:(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.7041(b)(2)(iv)(i), and not otherwise takeninto account in computing Profits or Losses pursuant to this definition of "Profits" and"Losses", shall be subtracted from such taxable income or loss;(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as anitem of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (ifthe adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset andshall be taken into account for purposes of computing Profits or Losses;(iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the propertydisposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross AssetValue;(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year computed in accordance with the definition of Depreciation;(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.7041(b)(2)(iv)(m)(4), to be taken into account indetermining Capital Accounts as a result of a distribution other than in liquidation of a Member'sInterest in the Company, the amount of such adjustment shall be treated as an item of gain (if theadjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from thedisposition of such asset and shall be taken into account for purposes of computing Profits or Losses;and(vii) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 6.2 hereof shall not be taken into account in computing Profits or Losses.The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuantto Sections 6.2 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.Purchased Assets. "Purchased Assets" has the meaning ascribed thereto in Section 13.2 of this Agreement.Put Closing. "Put Closing" has the meaning ascribed thereto in Section 8.4(b) of this Agreement.Put Rejection. "Put Rejection" has the meaning ascribed thereto in Section 8.4(c) of this Agreement. Redemption Notice. "Redemption Notice" has the meaning ascribed thereto in Article 11 of this Agreement. Regulatory Allocations. "Regulatory Allocations" has the meaning ascribed thereto in Section 6.3 of this Agreement. Regulations. "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended from time to time.Rules. "Rules" has the meaning ascribed thereto in Section 12.1 of this Agreement.Scheduled Contributions. "Scheduled Contributions" has the meaning ascribed thereto in Section 5.19 of this Agreement.Securities Act. "Securities Act" means the Securities Act of 1933, as amended.Service. "Service" means the Internal Revenue Service.Shares. "Shares" means any Class A Membership Units, Class B Membership Units or Class C Membership Unit from time to time issued and outstanding.Subsequent Business Plan. "Subsequent Business Plan" has the meaning ascribed thereto in Section 5.19 hereof. Tax Matters Member. "Tax Matters Member" means that Person designated as the Tax Matters Member pursuant to Section 5.14 hereof.Tax Statements. "Tax Statements" has the meaning ascribed thereto in Section 7.3(a) of this Agreement. Threshold Interest. "Threshold Interest" has the meaning ascribed thereto in Section 5.3 of this Agreement. Transfer. "Transfer" means the sale, assignment, transfer, disposition, mortgage, pledge, charge or encumbrance, or contract to do or permit any of the foregoing, whether voluntarily or by operation of law.Transferee. "Transferee" has the meaning ascribed thereto in Section 8.3 of this Agreement.Transfer Notice. "Transfer Notice" has the meaning ascribed thereto in Section 8.3 of this Agreement. Valuation Date. "Valuation Date" has the meaning ascribed thereto in Section 8.5 of this Agreement.AAA. "AAA" means AAA, Inc., a _________(STATE) corporation, its successors or permitted transferees of its entire Interest, as the case may be.AAA Call Option. "AAA Call Option" has the meaning ascribed thereto in Section 8.4(a) of this Agreement.。

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