Model articles of association of restaurant companies

In the real society, more and more places are exposed to articles of association. Once stipulated, the articles of association have long-term stability and cannot be changed constantly. What problems should we pay attention to when drafting the articles of association? The following is a sample of the articles of association of the restaurant company that I helped you organize, hoping to help you.

Chapter I General Provisions

Article 1. In order to meet the needs of the modern enterprise system, standardize the organization and behavior of the Company and effectively protect the legitimate rights and interests of the Company, shareholders and creditors, the Articles of Association are formulated in accordance with the Company Law of the People's Republic of China and the Regulations on the Administration of Company Registration.

article 2. the company (hereinafter referred to as the company) conducts business activities according to laws, regulations and the articles of association.

article 3. the company's purpose is chapter 2: company name and domicile

article 4: company name

article 5: company's business scope

article 6: the company's business scope is: catering service, development and promotion of catering utensils, raw material production and logistics distribution, catering service chain operation, food production, beverage production.

article 7. the organization and business model of the company is: chain-type industrial operation with the catering industry as the axis of movement, mainly engaged in catering services and other related industries.

Chapter IV Registered Capital of the Company

Article 8. The total capital contribution of the company's shareholders is RMB, of which, the property right of "Nongxiangyuan" is RMB at a discount, the patent right of "Nongxiangyuan" is RMB at a discount, and the registered capital of the company is RMB at a monetary contribution.

Chapter V Name of Shareholders, Mode of Contribution and Name of Contribution

Article 9. The company is established with the contribution of the following shareholders:

Registration Form of Company Shareholders

Last Name

Domicile

Mode of Contribution

Note

Article 11. After the company is registered with the company registration authority, the shareholders shall not withdraw their investment.

article 11. a company may increase its registered capital under any of the following circumstances:

(1) shareholders increase their investment;

(2) the company's profit.

article 12. the company's reduction of registered capital can only be an operating loss. The registered capital of the company after capital reduction shall not be lower than the minimum amount stipulated in the Company Law.

article 13. when a company reduces its registered capital, it shall notify its creditors within 11 days from the date of making a resolution to reduce its registered capital, and make a public announcement in the newspaper at least three times within 31 days. creditors have the right to demand the company to pay off debts or provide corresponding guarantees within 31 days from the date of receiving the notice (within 91 days from the date of the first announcement if they have not received the notice).

Chapter VI Rights and Obligations of Shareholders

Article 14 All shareholders of the company shall enjoy the following rights according to law:

(1) Dividend distribution;

(2) to participate in the southeast university meeting and exercise the corresponding voting rights;

(3) giving priority to the purchase of capital contributions transferred by other shareholders;

(4) transfer its capital contribution according to the articles of association;

(5) to consult the articles of association of the company, share the records and financial accounts of Southeast University, monitor the production, operation and financial management of the company, and propose construction or inquiry;

(6) being elected as the chairman, vice chairman, executive director, supervisor and other senior management staff. (except as otherwise provided by laws and regulations).

(7) Share the remaining property when the company is liquidated.

(8) Other rights as stipulated by laws, regulations and the Articles of Association.

article 15: the company shall set up a register of shareholders, which shall record the following items:

(1) the name, domicile, mode and amount of contribution of shareholders;

(2) the date of registration as a shareholder;

(3) Other relevant matters.

Chapter VII Conditions for Shareholder's Transfer of Capital Contribution

Article 16 Shareholders may transfer their capital contribution to each other. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders, and the shareholder who disagrees shall purchase the capital contribution transferred by the shareholder, otherwise it shall be deemed as consent to the transfer.

article 17: after the shareholders transfer their capital contribution according to law, the company shall re-establish a new register of shareholders.

chapter VIII company's organization and its formation method, powers and rules of procedure

article 18: the company shall set up a southeast university association, which shall be composed of all shareholders.

Article 19. The voting rights shall be exercised at the meeting of Southeast University in proportion to the capital contribution of shareholders. Upon the agreement of all shareholders, every 1,111 yuan shall be used as shares, and each share shall exercise one voting right.

article 21. the southeast university association is the highest authority of the company and exercises its functions and powers in accordance with the company law.

article 21. southeast university will be divided into regular and temporary meetings.

article 22. the shareholders' regular meeting shall be held at least once a year and shall be held at the end of the year.

Article 23. In any of the following circumstances, an interim meeting of shareholders shall be convened:

(1) At the proposal of shareholders representing more than one third of the voting rights;

(ii) when the supervisor proposes to convene the meeting.

article 24. when the company holds a meeting of southeast university, it shall notify all shareholders fifteen days before the meeting is held. the notice shall be sent in written form, and shall specify the time, place, content and other relevant matters of the meeting.

article 25. the meeting of southeast university shall be convened by the board of directors and presided over by the chairman. if the chairman is unable to perform due to special reasons, the vice-chairman or other directors designated by the chairman shall preside over the meeting of southeast university, and the shareholders attending the meeting shall sign the minutes of the meeting. The meeting of Southeast University can only be held if shareholders representing more than two-thirds of the voting rights are present, and the decision of the meeting can only be effective if it is approved by more than half of the shareholders present (calculated by voting rights).

Article 26. The Association of Southeast University shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(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 board of directors;

(5) Review and approve the report of the Board of Supervisors;

(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 bonds by the company;

(11) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;

(11) to make resolutions on the merger, division, change of company situation, dissolution and liquidation of the company;

(12) Amend and adopt the Articles of Association.

article 27. the company has a board of directors (or executive directors). the directors of the company are elected and replaced by the top 11 shareholders with a relatively large amount of shares. the board of directors consists of all directors, with three to five members. the term of office of directors is three years, and the directors can be re-elected at the expiration of their term of office.

article 28. the board of directors (executive director) shall be responsible for the southeast university association and exercise the following functions and powers:

(1) be responsible for convening the southeast university association and reporting its work to the southeast university association;

(2) Implement the resolutions of Southeast University Association;

(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 the company's profit distribution plan and loss recovery plan;

(6) to formulate plans for the company to increase or decrease its registered capital and to issue corporate bonds;

(7) To propose the merger, separation, change of company situation and dissolution of liquidation plan;

(8) to decide on the internal organization of the company;

(9) to appoint or dismiss the general manager of the company (hereinafter referred to as the manager), and to decide on their remuneration according to the nomination, appointment or dismissal of the deputy general manager and financial officer of the company by the manager;

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

(11) other functions and powers stipulated in the articles of association.

article 29. the board of directors shall have a chairman, who shall be elected and replaced by more than half of all directors of the board of directors. Under the basic conditions of comprehensive qualities such as organizational harmony, business management, pioneering and innovative, enterprising, diligent and selfless dedication, the chairman or executive director is elected among the board members according to the shareholding ratio from high to low. Except for natural reasons, the replacement of the chairman must have sufficient reasons and be clearly stated in writing.

article 31. the board of directors shall be convened and presided over by the chairman. if the chairman is unable to perform his duties for special reasons, the directors designated by the chairman shall convene and preside over the board meeting.

article 31. when the chairman fails to perform his duties and does not appoint the vice-chairman or other directors to convene and preside over the board meeting, more than two thirds of the directors may propose to convene a board meeting, and the chairman of the meeting shall be temporarily elected by all directors except the chairman.

article 32. when the company holds a board meeting, it is required to notify all directors before 11 days of the meeting, and the board meeting shall be held at least twice a year.

article 33. minutes shall be made of the matters discussed at the board meeting, and the directors present at the meeting shall sign the minutes, and the signing directors shall be responsible for the resolutions of the board.

article 34. the board meeting adopts the system of one person, one vote and the majority voting according to the number of people present at the meeting. when the votes for approval and opposition are equal, the chairman has the right to make the final decision.

article 35. the company shall convene a board meeting only when more than half of the directors are present. The resolution made at the board meeting shall be valid only if it is signed by more than half of all directors.

when the voting at the board meeting touches on a director's personal interests, the director has no voting right, but it is counted as a quorum.

article 36. the directors shall attend the board meeting in person. if the directors are unable to work overtime for some reasons, they may entrust other directors to attend the board meeting on their behalf in writing, and the power of attorney shall specify the scope of authorization.

article 37. the company has one supervisor instead of the board of supervisors, and the supervisor shall exercise the following functions and powers:

(1) to check the company's financial affairs;

(2) to monitor the behaviors of the chairman and manager who violate laws, regulations or the articles of association when performing their duties;

(3) When the actions of the chairman and the manager infringe the interests of the company, ask the chairman and the manager to correct them;

(4) proposing to hold a temporary meeting of Southeast University;

(5) other functions and powers as stipulated in the articles of association. Supervisors attend board meetings as nonvoting delegates, and may participate in the discussion of relevant matters, but do not exercise their voting rights.

article 38 the company shall have a general manager, who shall be appointed or dismissed by the board of directors.

article 39. the manager is responsible to the board of directors and exercises the following powers:

(1) to preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of 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 formulate 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 controller;

(7) to appoint or dismiss other management staff except those appointed or dismissed by the board of directors;

(8) The manager shall attend the board meeting as a non-voting participant in the articles of association and other powers granted by the board of directors.

article 41. when exercising their functions and powers, the manager shall not change the resolutions of the southeast university association and the board of directors beyond the scope of authorization, and shall not exercise his functions and powers in violation of the relevant laws of the company law.

article 41. the deputy manager shall assist the manager in his work. in the absence of the manager, the deputy manager designated by the manager shall exercise the functions and powers of the manager on his behalf, and the manager shall be responsible for the actions of the agent designated by him. ;