Model Articles of Association of Shenzhen General Limited Liability Company

With the development of society step by step, the frequency of articles of association is on the rise, and the articles of association is a fundamental rule and system. I believe many friends are very upset about the proposed articles of association. The following is the sample articles of association of Shenzhen General Limited Liability Company I collected for you, hoping to help you.

Chapter I General Provisions

Article 1 The Articles of Association are formulated in accordance with the Company Law of the People's Republic of China and relevant laws and regulations.

article 2 all activities of the company (hereinafter referred to as the company) must abide by and be protected by national laws and regulations.

article 3 the company is registered in Shenzhen administration for industry and commerce.

Name: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

article 5 a company may invest abroad and set up subsidiaries and branches according to its business needs.

article 6 the business term of the company is XX years, counting from the date when the company approves the establishment registration.

Chapter II Shareholders

Article 7 The Company has ***XX shareholders:

1. Name of shareholder: XXXXXXXXXXXX

Address of shareholder: XXXXXXXXXXXX

ID number or license registration number of shareholder: XXXXXXXXXXX

2. Name of shareholder: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

(2) convening a shareholders' meeting according to laws and regulations and the Articles of Association;

(3) to supervise the company's business activities and daily management;

(4) have the right to consult the articles of association, minutes of shareholders' meeting and financial and accounting reports of the company, and put forward suggestions and questions on the operation of the company;

(5) Divide the dividends according to the proportion of capital contribution, and the company has the priority to subscribe when it increases its capital;

(6) after the company is liquidated and dissolved, share the remaining assets in proportion to the capital contribution;

(7) When the company infringes upon its lawful rights and interests, it has the right to request the people's court with jurisdiction to correct the behavior, and if it causes economic losses, it may request the company to make compensation.

Article 9 Shareholders shall perform the following obligations:

(1) Pay the subscribed capital contribution according to regulations;

(2) Be responsible for the company with the subscribed capital contribution;

(3) After the company is approved and registered, it shall not withdraw its capital contribution;

(4) Abide by the Articles of Association and keep company secrets;

(5) support the company's operation and management, put forward reasonable suggestions and promote the company's business development.

Article 11 After the company is established, it shall issue a capital contribution certificate to the shareholders, which shall specify the following items:

(1) Name of the company;

(2) date of company registration;

(3) the registered capital of the company;

(4) the name of the shareholder, the amount and date of contribution;

(5) the number and date of issuance of the capital contribution certificate.

the capital contribution certificate shall be signed by the legal representative of the company and sealed by the company.

article 11 the company shall keep a register of shareholders, which shall record the following items:

(1) the names and addresses of shareholders;

(2) the capital contribution of shareholders;

(3) number of the capital contribution certificate.

chapter iii registered capital

article 12 the registered capital of the company is RMB XX million, and the paid-in capital is RMB XX million. The contribution of each shareholder is as follows:

1. Shareholder's name: XXXXXXXXXXXX

Contribution amount: RMB XX million

Contribution proportion: XX%

Contribution form: XX

2. Shareholder's name: XXXXXXXXXXXX

Contribution amount: RMB XX million

Contribution proportion: XX% <

or:

Article 13 Shareholders shall make contributions by installments, with the first payment of ××% of the registered capital, and the balance shall be paid in full within 2 years after the establishment of the company.

article 14 all shareholders shall pay their subscribed capital contributions in full and on time. If a shareholder fails to pay the subscribed capital contribution, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full.

Article 15 Where a shareholder contributes capital in non-currency, it shall evaluate the valuation and verify the property, and shall not overestimate or underestimate the valuation, and shall go through the formalities for the transfer of its property rights according to law. Where laws and administrative regulations provide for evaluation and pricing, such provisions shall prevail.

chapter iv equity transfer

article 16 shareholders of a company may transfer all or part of their equity to each other.

the transfer of equity by a shareholder to a person other than the shareholder shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing about the transfer of their shares for approval. If other shareholders fail to reply within 31 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.

under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.

article 17 when a people's court transfers a shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 21 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.

article 18 after the equity is transferred in accordance with the preceding two paragraphs, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. This amendment to the Articles of Association does not need to be voted by the shareholders' meeting.

Article 19 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:

(1) The company has not distributed profits to its shareholders for five consecutive years, and the company has been making profits for five consecutive years, and the conditions for distributing profits stipulated in this Law are met;

(2) the company merges, splits or transfers its main property;

(3) the business term stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders' meeting adopts a resolution to amend the articles of association to make the company survive.

if the shareholders and the company fail to reach an equity purchase agreement within 61 days from the date of adoption of the resolution of the shareholders' meeting, the shareholders may bring a lawsuit to the people's court within 91 days from the date of adoption of the resolution of the shareholders' meeting.

Article 21 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.

chapter v shareholders' meeting

article 21 the company shall set up a shareholders' meeting, which is composed of all shareholders and is the highest authority of the company.

Article 22 The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policies and investment plans;

(2) Electing and replacing directors and deciding on matters concerning directors' remuneration;

(3) to elect and replace the supervisors appointed by the shareholders' representatives, and to decide on the remuneration of the supervisors;

(4) to examine and approve the report of the executive director;

(5) Review and approve the report of the supervisor;

(6) to review and approve the annual financial budget and final accounts of the company;

(7) to review and approve the profit distribution plan and loss recovery plan of the company;

(8) to make resolutions on the increase or decrease of the registered capital of the company;

(9) To make resolutions on the issuance of corporate bonds;

(11) make resolutions on the transfer of capital contribution by shareholders;

(11) to make resolutions on matters such as merger, division, change of company organizational form, dissolution and liquidation of the company;

(12) to formulate and revise the articles of association.

article 23 at the shareholders' meeting, shareholders shall exercise their voting rights in proportion to their capital contribution.

the increase or decrease of registered capital, division, merger, dissolution, change of corporate form and amendment of the articles of association of the company must be approved by shareholders representing more than two thirds of the voting rights.

the resolutions of the shareholders' meeting and the decisions of the executive directors are invalid if they violate laws and administrative regulations.

if the convening procedures and voting methods of the shareholders' meeting violate the laws, administrative regulations or the articles of association, or the resolutions of the shareholders' meeting or the decisions of the executive directors violate the articles of association, the shareholders may request the people's court to cancel them within 61 days from the date of making the resolutions.

if a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.

if the company has gone through the change registration according to the resolution of the shareholders' meeting and the decision of the executive director, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the change registration.

article 24 the shareholders' meeting shall be held once a year. The annual meeting is a regular meeting held in December every year. In case of major problems of the company, an interim meeting may be convened upon the proposal of shareholders, executive directors or supervisors representing more than one quarter of the voting rights.

article 25 the shareholders' meeting shall be convened and presided over by the executive director. if the executive director is unable to perform his duties due to special reasons, the shareholders designated by the executive director shall convene and preside over it.

article 26 when convening a shareholders' meeting, all shareholders shall be notified in writing or by other means fifteen days before the meeting. If a shareholder is unable to attend for some reason, he may entrust an agent to attend.

under normal circumstances, the resolution of the shareholders' meeting is valid with the consent of more than half (including half) of all shareholders who represent half of the voting rights.

article 27 the shareholders' meeting shall keep minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.

chapter VI executive director

article 28 the company has one executive director instead of a board of directors.

article 29 the executive director is nominated by shareholders and elected by the shareholders' meeting. the term of office of the director is 3 years.

article 31 the term of office of an executive director expires and he may be re-elected. Before the expiration of his term of office, the shareholders' meeting shall not dismiss him without reason.

Article 31 The executive director is responsible for the shareholders' meeting and exercises the following powers:

(1) Responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;

(2) implementing the resolutions of the shareholders' meeting;

(3) to decide on the company's business plan and investment plan;

(4) to formulate the company's annual financial budget plan and final accounts plan;

(5) to formulate profit distribution plan and loss compensation plan;

(6) to formulate plans for increasing or decreasing the registered capital;

(7) to draw up plans for merger, division, change of organizational form and dissolution of the company;

(8) to decide on the establishment of the company's internal management organization;

(9) to appoint or dismiss the manager of the company, and to appoint or dismiss the deputy manager, the person in charge of finance, the person in charge of other departments, etc. according to the nomination of the manager, and to decide on their remuneration;

(11) to formulate the basic management system of the company.

article 32 the executive director shall submit his decision on matters stipulated in the articles of association to the shareholders' meeting in writing.

chapter VII management organization and manager

article 33 the company shall set up a management organization with a manager and several management departments according to the company's situation.

the manager of the company's management organization shall be appointed or dismissed by the executive director (or the shareholders' meeting) for a term of 3 years. The manager is responsible to the executive director (or shareholders' meeting) and exercises the following functions and powers:

(1) presiding over the production and operation management of the company, organizing the implementation of the resolutions of the shareholders' meeting or implementing the decisions of the directors;

(2) organizing the implementation of the company's annual business plan and investment plan;

(3) to draw up a plan for the establishment of the company's internal management organization;

(4) to draft the basic management system of the company;

(5) to formulate specific rules of the company;

(6) to propose the appointment or dismissal of the company's deputy manager and financial officer;

(7) to appoint or dismiss the management personnel other than those who should be appointed or dismissed by the executive director;

(8) the articles of association and other powers granted by the shareholders' meeting.

article 34 directors and managers shall not open an account for the company's assets in their own names or in the names of other individuals.

directors and managers may not use the assets of the company as a guarantee for shareholders or other individuals or debts of the company.

article 35 directors and managers shall not engage in business similar to the company or engage in activities that harm the interests of the company on their own or for others. Engaged in the above business or activities, all income shall be owned by the company.

directors and managers are not allowed to enter into contracts or conduct transactions with the company unless it is stipulated in the articles of association or the shareholders' meeting is unexpected.

directors and managers who violate laws, administrative regulations or the articles of association when performing their duties in the company and cause damage to the company shall be liable for compensation according to law.

article 36 the qualifications of directors and managers shall comply with laws, regulations and relevant state regulations.

managers and senior managers who engage in graft or serious dereliction of duty may be dismissed at any time upon resolution.

chapter viii legal representative

article 37 the executive director is the legal representative of the company and is elected by the shareholders' meeting.

or:

Article 37 The manager is the legal representative of the company, which is decided by the executive director. Or:

article 37 the manager is the legal representative of the company and is elected by the shareholders' meeting.

article 38 the term of office of the legal representative is 3 years. ;