In today's social life, the use of agreements has become the norm in daily life, and signing agreements can bind both parties to fulfill their responsibilities. How was the general agreement drafted? The following are five agreements of joint-stock companies that I have collected. Welcome to reading. I hope you will like them.
Joint-stock Company Agreement 1 Party A:
Legal representative:
Address:
Party B:
ID number:
Whereas:
1. Party A is a limited liability company established in accordance with the Company Law of People's Republic of China (PRC) and the Company Law of People's Republic of China (PRC), and is currently in the process of restructuring the limited liability company into a joint stock limited company;
2. Party B is a natural person who enjoys civil rights and capacity for civil conduct and bears civil liability according to law. Accordingly, after Party A is changed into a joint stock limited company as a whole, Party A and Party B reach the following agreement on Party B's subscription of shares of Party A:
Article 1 When Party A increases its capital and shares after changing into a joint stock limited company, Party B intends to
Party A hereby subscribes for shares and subscribes in advance.
Article 2 Party B subscribes for shares from Party A in cash, and intends to subscribe for shares with RMB 1 10,000 yuan in advance. After the subscription price per share is determined, Party B will refund more and make up less.
Article 3 The shares subscribed by Party B in advance shall be deposited into the following designated account of Party A within 7 working days from the effective date of this Letter of Intent:
Account name:
Bank of deposit:
Account number:
Article 4 After Party A determines the subscription price per share, if Party B has any objection to the subscription price, it shall put forward it in writing and have the right to ask Party A for a refund, and Party A will refund Party B the advance payment without interest.
Article 5 Party B promises that the advance payment and future supplementary payment paid by Party B to Party A are completely legal and legitimate, and meet the requirements of People's Republic of China (PRC) laws and regulations and relevant regulatory authorities.
Article 6 Before Party A determines the subscription price per share, if Party B requests a refund from Party A, it shall bear the liability for breach of contract and pay Party A a penalty of 5% of the advance payment specified in this Letter of Intent.
Article 7 After Party A determines the subscription price per share, Party B has the preemptive right under the same conditions, except that Party B disagrees with the subscription price and requests to cancel the subscription qualification. If Party A deprives Party B of the preemptive right, Party A shall
Party B shall be liable for breach of contract.
Article 8 The losses caused by the suspension or non-execution of this Agreement due to force majeure such as war, earthquake and natural disasters shall be borne by both parties.
Article 9 In case of any dispute during the performance of this Letter of Intent, a lawsuit may be brought to the people's court where Party A is located.
Article 10 This Letter of Intent is made in duplicate and comes into effect as of the date of signature and seal by both parties.
Party A:
Signature representative:
Date of signing:
Party B:
Signature representative:
Date of signing:
Joint-stock company agreement Article 2 Party A: Shanghai _ _ _ _ _ _ _ _ _ Group Co., Ltd.
Party B: Suzhou _ _ _ _ _ _ _ _ _ _ _
Whereas:
1。 Both Party A and Party B are enterprise legal persons established in accordance with the relevant laws of the place of registration, enjoying all legal person property rights formed by shareholders' investment, enjoying civil rights and bearing civil liabilities according to law.
2。 Party B is a limited liability company established by five shareholders, including Shenzhen _ _ _ _ _ _ _ _ _ Group, Guangdong _ _ _ _ _ _ _ _ Investment Co., Ltd. and Jiangsu _ _ _ _ _ _ _ _ Joint-stock Enterprise. Enjoy a certain reputation in high-tech industries and international trade, and successfully built or participated in _ _ _ _ _. Therefore, the second shareholders' meeting in 20xx passed the resolution of capital increase and share expansion of the enterprise, and shareholders are now being recruited.
3。 Party A has read Party B's capital increase and share expansion plan in detail, made further investigation and understanding of Party B, and is willing to participate in Party B's capital increase and share expansion activities.
Accordingly, in order to give full play to the resource advantages of both parties, promote the rapid development of each other's enterprises, and seek the maximum return for shareholders, Party A and Party B have reached the following agreement on Party A's participation in subscribing for Party B's capital increase and share expansion through friendly negotiation:
Article 1 Purpose of subscription and investment: Party A and Party B agree to establish an all-round and multi-functional long-term strategic partnership on the basis of giving full play to their respective superior resources, so as to ensure that both parties can benefit from long-term strategic cooperation and promote development.
Article 2 The subscription conditions for capital increase and share expansion are as follows:
1。 Agreement on the amount of capital increase and share expansion: Party B plans to increase capital and share expansion by 50 million shares this time. After the capital increase and share expansion, the total share capital of the enterprise reached 654.38+0 million shares.
2。 Provisions on subscription of shares: Except for the original old shareholders, the new shareholders participating in this capital increase and share expansion shall subscribe for shares accounting for 65,438+0% of Party B's total share capital after capital increase and share expansion, but the total subscribed shares shall not exceed 25% of Party B's total share capital after capital increase and share expansion.
3。 Subscription price regulation: the share price subscribed by the new shareholders participating in this capital increase and share expansion shall be based on the net assets per share in Party B's audited annual accounting statements, and the sample share subscription agreement shall be subscribed at an appropriate premium. The subscription price shall not be higher than 20% of the net assets per share. The final subscription price per share shall be confirmed in writing by both parties after consultation.
4。 Subscription method: This capital increase and share expansion are all subscribed in cash. If the subscription is made in foreign currency, the foreign exchange rate published by the People's Bank of China on the day when the foreign currency arrives in Party B's bank account shall be converted into RMB.
5。 Subscription time: the subscription funds of new and old shareholders must be in place before _ _ _ _ _ _ _ _ _.
Article 3 Party A and Party B agree that Party A shall subscribe for 654.38+million shares from Party B in cash, totaling RMB 654.38+million (in words: ten million yuan only).
Article 4 Party A and Party B agree that all funds used by Party A to subscribe for shares shall be remitted to the account designated by Party B's bank before _ _ _ _.
Article 5 Party A and Party B agree that Party B will issue a subscription receipt to Party A the day after receiving the subscription money from the remitter of Party A and send it to Party A by telegram.
Article 6 Both parties promise:
I. Party A promises that:
1。 The funds used by Party A to subscribe for shares from Party B are legitimate and conform to the Articles of Association of Party A and the relevant laws and regulations of China. Party A shall provide Party B with relevant supporting documents (the list of documents is attached).
2。 Abide by Party B's subscription conditions for capital increase and share expansion, and actively cooperate with Party B to complete this capital increase and share expansion activity.
Two. Party B promises that:
1。 For the funds subscribed by Party A to the remitter of Party B, it shall be guaranteed that Party A's funds will not be used before the qualification examination of Party A's shareholders is completed.
2。 Within 30 working days after all the funds for this share subscription are in place, the working procedures and necessary procedures such as convening the new and old shareholders' meeting, amending the articles of association, re-electing the board of directors of the enterprise, and handling the industrial and commercial change registration will be completed.
Article 7 Liability for breach of contract:
1。 If Party A suspends the execution of this contract plan or causes heavy losses due to Party B's reasons, Party B shall bear all the losses and pay compensation to Party A according to 5% of the total project amount.
2。 If Party B suspends the execution of this contract plan or causes heavy losses due to Party A's reasons, Party A shall bear the losses in full and pay compensation to Party B according to 5% of the total project amount.
Article 8 The losses caused by the suspension or non-execution of cooperative projects due to force majeure such as war, earthquake and natural disasters shall be borne by both parties.
Article 9 Matters not covered in this Agreement shall be determined by both parties through consultation or a supplementary agreement shall be signed. If no agreement can be reached through negotiation, both parties can choose an arbitration institution for arbitration.
Article 10 This Agreement is made in quadruplicate, with Party A and Party B holding two copies respectively.
Party A: _ _ _ _ _ _ _ Co., Ltd., and Party B: _ _ _ _ _ _ _ Limited liability company.
Signature of legal person (authorized) representative: _ _ _ Signature of legal person (authorized) representative: _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Articles of Association 3 Party A (name or title):
Party B (name or position):
Party C (name or position):
Party A, Party B and Party C, based on the principle of equality and mutual benefit, have reached an agreement through friendly negotiation in accordance with the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and other relevant laws and regulations. On ××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××
Article 1 Company name
The name of the limited liability company applied for establishment is "Limited Company" (hereinafter referred to as the Company), and there are several alternative names with different font sizes. The company name shall be subject to the approval of the company registration authority.
Article 2 Business scope and domicile
The company mainly deals in industry, and the specific business scope is as follows. The company's domicile is to be located at: If the above contents are inconsistent with the Business License issued by the administrative department for industry and commerce, the Business License shall prevail.
Article 3 Basic information of shareholders of the company
The company has * * * shareholders, including natural persons, enterprise legal persons, social organizations, business legal persons and departments authorized by the state. The basic information of each shareholder is as follows:
Natural person shareholder, domicile, ID number and telephone number.
Enterprise corporate shareholders Company, domicile:, legal representative: enterprise legal person business license number:, telephone number:.
Corporate shareholders, social organizations (societies, associations, fraternities, etc. ), whose company number is, domicile is and telephone number is.
Agency corporate shareholders, domicile.
The address is, the legal representative is and the telephone number is.
Article 4 Registered capital
The registered capital of the company is RMB10,000 yuan. The amount, proportion and mode of contribution of each shareholder are as follows:
Party A contributes RMB 1 10,000 Yuan, of which RMB 1 10,000 Yuan is contributed in cash (or in kind, industrial property rights, non-patented technology and land use rights), accounting for% of the registered capital.
Party B contributed RMB10,000.00 Yuan, of which RMB10,000.00 Yuan was contributed in cash (or physical objects, industrial property rights, non-patented technology and land use rights), and Party B accounted for% of the registered capital.
Party C contributes RMB 1 10,000 Yuan, of which RMB 1 10,000 Yuan is contributed in cash (or in kind, industrial property rights, non-patented technology and land use rights), and the proportion of Party C's contribution to the registered capital is%.
Article 5 Duration of capital contribution
After the company name is pre-approved and registered, a temporary company account shall be opened in the bank within days. Where a shareholder makes capital contribution in cash, he shall deposit the capital contribution in full into the temporary account of the company within days from the date of opening the temporary account of the company. Where a shareholder contributes capital in kind, industrial property right, non-patented technology or land use right, it shall, within days after the company's pre-approval and registration, complete the valuation evaluation and property right transfer of the kind, industrial property right, non-patented technology and land use right according to law.
Article 6 Provisions on Transfer of Capital Contribution and Change of Registered Capital
Shareholders' agreement of joint-stock company
Shareholders shall notify other shareholders when transferring their capital contribution to other shareholders. The transfer of capital contribution to organizations and individuals other than shareholders shall be approved by more than half of the shareholders of the company. If the shareholders disagree, they shall purchase the transferred capital contribution, otherwise,
As consent. Under the same conditions, other shareholders have the preemptive right to purchase the capital contribution transferred with the consent of shareholders.
With the consent of shareholders representing more than two thirds of the voting rights, the company may change its registered capital within the statutory minimum capital contribution.
Article 7 Organizational management system
After the establishment of the company, there is no board of directors, but an executive director, whose term of office is from to. After the establishment of the company, the general manager will serve as the general manager, and the term of office will be from. After the establishment of the company, there is no board of supervisors, but one supervisor with a term of several years. From year month day to year month day. The legal representative of the company is composed of.
Article 8 Financial management of the Company
After the establishment of the company, the term of office of the chief financial officer shall be years. From year month day to year month day.
The person in charge of the company's finance is responsible for the management and leadership of the company's financial work, the leadership of the company's shareholders' meeting, executive director and general manager, and the supervision of supervisors.
Article 9 Rights and obligations of shareholders
Shareholders are liable to the company to the extent of their capital contribution, and the company is liable to the debts of the company with all its assets. Shareholders exercise their voting rights at the shareholders' meeting in proportion to their capital contribution, and enjoy dividends and losses of the company in proportion to their capital contribution.
Article 10 Liability for breach of contract
Shareholders who fail to pay their subscribed capital contributions in accordance with the agreement shall be ordered to make up in time. If it fails to make up or fails to make up, the proportion of capital contribution shall be re-determined according to its actual capital contribution. At the same time, it is required to compensate other shareholders for the losses caused by breach of contract, and bear the liability for breach of contract for shareholders who have paid their capital contributions in full. The way of commitment is to pay liquidated damages in RMB.
Article 11 Authorization
All shareholders agree that * * * (referring to the company staff or lawyers of law firms with agency business) shall be the representative or entrusted agent to submit the company registration application, articles of association, capital verification certificate and other documents to the company registration authority for registration.
Article 12 Allocation of the company's start-up expenses
All expenses incurred during the application for the establishment of the company shall be borne by all shareholders in proportion to their capital contribution, and shall be reimbursed after the establishment of the company as cost expenses. If the application for the establishment of a company cannot reflect the original wishes of shareholders for various reasons, the application for the establishment of a company may be stopped with the unanimous consent of all shareholders, and the expenses incurred shall be borne by all shareholders in proportion to their capital contribution.
Article 13 Settlement of disputes
Any dispute arising from the interpretation or performance of the relevant provisions of this contract by shareholders shall be settled through friendly negotiation. If no written agreement is reached through consultation, any shareholder has the right to bring a lawsuit to the people's court with jurisdiction.
Article 14 Supplementary Provisions
This agreement can be amended or supplemented in writing according to the opinions of all parties, and the supplementary agreement thus formed has the same legal effect as this agreement.
This agreement is made in duplicate, which shall come into effect as of the date of signature or seal by all parties to the agreement, and all copies are equally authentic.
Signature and seal of shareholders:
Place of signing the agreement:
Article 4 of the joint-stock company agreement: Party A: _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party A)
Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party B)
Based on the principle of mutual benefit and common development, the following investment cooperation agreement is reached through friendly consultation for all parties to abide by.
I. General rules:
(1) Party A has invested its series of cultural products with intellectual property rights as intangible assets in the establishment of the company. Party A owns the controlling share of the company.
(2) Party B participates in the company's operation, management, development, sales and other related affairs in the form of technology shares. Party B owns% of the company's equity.
Second, the responsibility:
1. Party B becomes a shareholder of the company in the form of "technology shareholding" and owns% of the shares of the company.
2. Party B enjoys the same treatment as the shareholders of the company and participates in the management of the company and other related affairs. The specific position is the general manager of the company, and his main responsibilities are: responsible for project management, market development and capital operation.
III. Agreement:
1. Party B participates in the operation and management of the company and is responsible for the development, sales and service of related extended products.
2. Party B shall be responsible to Party A, accept the leadership of the board of directors, and bear corresponding responsibilities for its duties, rights and obligations.
Four. Distribution:
1. The marketing of conference activities shall be conducted according to the principle that the activities are held once and allocated once; Group purchase, sales, settlement and proportional distribution. Other forms of marketing, in principle, monthly or quarterly dividends. Dividends of shareholders shall be distributed in proportion to their shares.
2. If senior managers and marketers hold "options" and "technology shares", the operating performance commission reward will be handled separately.
3. In the course of the company's operation, if new capital or shareholders join, the specific share proportion shall be agreed separately.
Verb (abbreviation of verb) dispute resolution;
1. The major decisions of the company are decided collectively by the board of directors.
2. Major disputes involving the company shall be submitted to the collective resolution of the board of directors.
3. Other unfinished matters shall be settled by the state and relevant laws; If the company can't solve it internally, it shall appeal to Hainan District Court and make a ruling.
Force majeure and exemption clauses of intransitive verbs: refer to relevant national laws.
Seven. This agreement is made in duplicate, one for each party.
Party A (signature and seal):
Time: Year Month Day
Party B (signature and seal):
Time: Year Month Day
Articles of Association of the Joint-stock Company 5 Joint-stock Cooperation Agreement
Partner 1 (Party A): ID number: Partner 2 (Party B): ID number: The joint venture (partnership) company has started to operate in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. The total investment is: RMB1000000 yuan, 6.5438+00000 yuan.
Contribution made by Party A _ _ _ _ _ _ _ _
Party B contributed 300,000 yuan, accounting for 25% of the total investment. It accounts for 25% of the company's shares.
Second, the equity share and dividend distribution:
Both parties agree that Party A holds% of the shares of the joint-stock company; Party B holds shares in the joint-stock company; Party A and Party B have the right to distribute the company dividends according to the shareholding ratio of the above-mentioned joint-stock company, and both parties take the shareholding ratio as the basis for distributing the dividends. If the joint-stock company generates profits, Party A and Party B may extract the profits that can be shared and keep the rest as capital.
If dividends are invested into the company as working capital, so as to increase the sources of funds and expand the market share, it must be agreed by both parties, and both parties shall do it at the same time, and Party B has the priority.
Three. Matters agreed during the cooperation period
1. Cooperation period:
The term of the partnership is _ _ _ _ _ _ years, counting from _ _ _ _ _ _. If the company operates normally and both parties have no intention to leave, the contract term will be automatically extended.
2. Joining, Withdrawing and Transfer of Capital Contribution
A recognition: ① This contract needs recognition; (2) By mutual consent; (3) to implement the rights and obligations stipulated in the contract.
B. Exit: ① The normal operation of the company is not allowed to exit; If you insist on quitting the partnership, the settlement shall be made according to the property status at the time of quitting the partnership, and the capital contribution shall be settled in cash in any way; Withdraw according to 50% of the shares held by the quitter. Without the consent of both parties, if one party is unwilling to continue the partnership, the other party will be kicked out, and the kicked-out party will be
When forced to quit, compensation shall be made according to 50% of the company's current property status. (5) If the withdrawal without the consent of the contractor causes losses to the partnership, compensation shall be made according to the actual losses.
3. Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of assignment, the partners have priority over the assignee. If a third party other than a partner is transferred, the third party will be regarded as a partner, otherwise the transferor will be regarded as a partner.
4. Termination of the partnership and matters after termination.
The partnership can be terminated for one of the following reasons: ① the partnership term expires; ② All partners agree to terminate the partnership; (3) The partnership enterprise has been established or cannot be established; (4) The partnership enterprise is revoked in violation of laws. The court decided to dissolve according to the request of the parties.
Matters after the termination of the partnership: ① Nominate the liquidator immediately and invite the notary unit where the company is located to participate in the liquidation; (2) If there is surplus after liquidation, it shall be carried out in the order of collecting creditor's rights, paying off debts, returning capital contribution and distributing the remaining property according to the proportion of shares. Fixed assets and inseparable items can be sold to partners or third parties at a fixed price, and the price participates in the distribution; (3) If there is a loss after liquidation, it shall be paid off with the company's property first, and the part of the partnership company's property that is insufficient to be paid off shall be borne by the partners in proportion to their capital contribution.
5. Settlement of disputes
Disputes between partners shall be settled through consultation on the principle of being conducive to the development of the partnership. If negotiation fails, you can go to court.
Four. Function allocation and agreed matters
After the shareholders are established, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The following major issues and events involving the interests of all shareholders of the company can only be implemented after the shareholders agree to study:
1, and the single payment exceeds 50,000 yuan; It must be signed by two shareholders.
2, the introduction of new products or equipment;
3. Reinvestment matters such as factory expansion;
4. Other important matters stipulated in the Articles of Association.
5. The company takes stock once a month, and shareholders participate in the settlement.
6. Set up a company account, and both shareholders have SMS reminders of the account, so as to know the capital flow in the account in time.
8. The official seal of the company shall be kept by _ _ _ _ _ _ _ _, and the accounts shall be kept by _ _ _ _ _ _ _.
Intransitive verbs Matters not covered in this Agreement shall be negotiated by both parties. This agreement is made in duplicate, one for each party, and shall come into effect after being signed and confirmed by both parties.
Party A (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party B (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.