In a rapidly developing society, articles of association are indispensable on many occasions. Articles of association are the basic program and code of action of organizations or groups, and they play a stable role in a certain period of time. Presumably, many people are worried about how to write the articles of association. The following is the business version of the model articles of association of small-scale companies that I have carefully compiled for reference only. Let's take a look.
Articles of Association of Small-scale Companies Business Edition 1 Chapter I General Provisions
Article 1 In order to standardize the organization and behavior of the company and safeguard the legitimate rights and interests of the company, shareholders and creditors, according to the Law of the People's Republic of China and the People's Republic of China
Judicial (hereinafter referred to as "Company Law") and relevant laws and regulations, combined with the actual situation of the company, these Articles of Association are specially formulated.
Article 2 Company Name: Qionghai Sanyuan Ji Education Consulting Service Co., Ltd.
Article 3 Company's domicile:No. Aihua East Road 146, Jiaji Town, qionghai city.
Article 4 The company is registered in the Civil Affairs Service Building of qionghai city Administration for Industry and Commerce, and the operating period of the company is permanent.
Article 5 The company is a limited liability company. The implementation of independent accounting, independent management, self financing. Shareholders are liable to the company to the extent of their subscribed capital contribution, and the company is liable to the debts of the company with all its assets.
Article 6 The Company shall resolutely abide by the national laws, regulations and the Articles of Association, safeguard the national interests and social interests, and accept the supervision of relevant government departments.
Article 7 The Articles of Association of the Company are binding on the Company, shareholders, executive directors, supervisors and senior managers.
Article 8 The Articles of Association is made by all shareholders * * * and shall come into effect after the company is registered.
Chapter II Business Scope of the Company
Article 9 The business scope of the Company is subject to the business scope approved by the company registration authority.
Chapter III Registered Capital of the Company
Article 10 The registered capital of the Company is 1 10,000 yuan, and the registered capital of the Company is invested in a lump sum.
Chapter IV Name of Shareholders, Mode of Contribution, Amount and Time of Contribution
Article 11 The Company consists of 1 self-heater shareholders;
Shareholder 1: Wang xx
Home address: No.46/KLOC-0, Aihua East Road, Jiaji Town, qionghai city.
Id number: 220112199004082254.
Chapter V Organization of the Company, Its Formation Method, Authority and Rules of Procedure
Article 12 The shareholders of a company are composed of all shareholders, and the shareholders' meeting is the authority of the company. It exercises the functions and powers of Item 1 to Item 10 of Article 38 of the Company Law according to law, and the functions and powers are as follows:
1 1, to make resolutions on the guarantee provided by the company for the shareholders or actual controllers of the company;
12. To make resolutions on the company's investment in other enterprises or providing guarantees for people other than those in Item 1 1 of this article;
13. The company made a resolution on hiring and dismissing the accounting firm that undertakes the company's audit business;
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document.
Article 13 The method of discussion of the shareholders' meeting:
The shareholders' meeting shall be discussed by convening a shareholders' meeting, and the natural person shareholders shall attend in person. If they are unable to attend, they may entrust others to attend in writing. Shareholders' meetings are divided into regular meetings and temporary meetings:
1, regular meeting
The regular meeting will be held once a year in March every year.
2. Temporary meeting
If shareholders representing more than one tenth of the voting rights, executive directors and supervisors propose to convene an interim meeting, an interim meeting shall be convened. Article 14 The voting procedure of the shareholders' meeting
1, meeting notice
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
2. Presided over the meeting
The shareholders' meeting shall be convened and presided over by the executive director. If the executive director is unable or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the supervisor. If the supervisor fails to convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting. The first meeting of shareholders' meeting
The meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of the Company Law.
3. voting at the meeting
Shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution. The provisions on how many voting rights each resolution of the shareholders' meeting should represent are as follows:
(1) The resolution of the shareholders' meeting on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
(2) The Company may amend its Articles of Association, and the resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights.
(3) The resolution of the shareholders' meeting on the guarantee provided by the company to the shareholders or actual controllers of the company must be passed by more than half of the voting rights held by shareholders other than the above-mentioned shareholders or shareholders controlled by the actual controllers.
(4) Other resolutions of the shareholders' meeting must be passed by shareholders representing more than half of the voting rights.
4. Meeting minutes
When convening a shareholders' meeting, the minutes should be kept in detail, and the shareholders attending the meeting must sign the minutes.
Article 15 The Company does not have a board of directors, but has an executive director, who is elected by the shareholders' meeting.
Article 16 The executive director shall be responsible to the shareholders' meeting and exercise the functions and powers specified in Article 47 of the Company Law from 1 to 10. Article 17 The term of office of an executive director is three years. Upon the expiration of the term of office, the executive director may be re-elected. If the executive director fails to change in time at the expiration of his term of office or resigns during his term of office, the former executive director shall still perform his duties as an executive director in accordance with laws, administrative regulations and the articles of association before the new executive director takes office.
Article 18 The company shall have a manager, who shall be concurrently the executive director, and shall exercise the functions and powers stipulated in Article 50 of the Company Law. Article 19 The company does not have a board of supervisors, but has a supervisor, who is a non-employee representative and is elected by the shareholders' meeting.
Article 20 The term of office of a supervisor is three years. Upon expiration of the term of office, the supervisor may be re-elected if re-elected. If the supervisor fails to be replaced in time upon the expiration of his term of office or resigns during his term of office, the original supervisor shall still perform his duties as a supervisor in accordance with laws, administrative regulations and the Articles of Association before the new supervisor after replacement takes office.
Executive directors and senior managers shall not concurrently serve as supervisors.
Article 21 The supervisor shall be responsible to the shareholders' meeting and exercise the functions and powers specified in Item 1 to Item 6 of Article 54 of the Company Law.
Supervisors may attend the shareholders' meeting as nonvoting delegates, and they may investigate if they find that the company's operation is abnormal. When necessary, an accounting firm can be hired to assist in its work, and the expenses shall be borne by the company.
Chapter VI Equity Transfer of the Company
Article 22 Shareholders of a company may transfer all or part of their shares to each other.
Article 23 A shareholder's transfer of equity to a person other than a 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 30 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.
For the equity transferred with the consent of shareholders, under the same conditions, other shareholders have the preemptive right, and 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 24 Shareholders of the Company shall convene a shareholders' meeting before transferring their shares, and the resolutions of the shareholders' meeting shall be unanimously adopted by all shareholders, sealed and signed. If all shareholders fail to reach an agreement, the provisions of Articles 22 and 23 of the Articles of Association shall prevail.
Article 25 Other matters concerning the company's equity transfer shall be implemented in accordance with Articles 73 to 76 of the Company Law.
Chapter VII Legal Representative of the Company
Article 26 The legal representative of the Company shall be the executive director.
Chapter VIII Finance and Accounting
Article 27 The Company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the national financial administrative department. Article 28 The Company shall prepare financial and accounting statements at the end of each accounting system, audit them according to the provisions of the state and relevant departments, submit them to the departments of finance, taxation, industry and commerce administration, and submit them to the shareholders for review.
Financial and accounting reports include the following accounting statements and subsidiary schedules: balance sheet; (2) Income statement; (3) Statement of changes in financial position; (4) Financial situation; (5) Instructions; (6) Statement of profit distribution.
Article 29 When the company distributes the annual after-tax profits, 10% of the profits shall be included in the statutory reserve fund. When the accumulated amount of the statutory reserve fund of the company exceeds 50% of the registered capital of the company, it may not be withdrawn.
The company's common reserve fund is used to make up the company's losses in previous years, expand the company's production and operation, or increase the company's capital. However, the capital reserve fund shall not be used to make up the company's losses.
Article 30 The after-tax profits of the company after making up losses and withdrawing provident fund shall be distributed according to the proportion of shareholders' capital contribution.
Article 31 When the statutory common reserve fund is converted into capital, the retained common reserve fund shall not be less than 25% of the registered capital of the company before the conversion.
In addition to the statutory accounting books, the company shall not set up other accounting books.
Accounting books, statements and various vouchers shall be bound into volumes and filed in accordance with the relevant provisions of the Ministry of Finance, and shall be properly kept as important archives.
Chapter IX Bankruptcy, Dissolution, Termination and Liquidation
Article 32 When a company is dissolved due to the provisions of (18 1) (2) (4) and (5) listed in Article1of the Company Law, a liquidation group shall be established within 15 days from the date of dissolution. If a liquidation group is not established for liquidation within the time limit, the creditor may apply to the people's court to appoint relevant personnel to form a liquidation group for liquidation.
The liquidation group of the company shall notify the creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days. Creditors shall, within 30 days from the date of receiving the notice, and within 45 days from the date of announcement if they have not received the notice, declare their claims to the liquidation group.
After paying the liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying the taxes owed and paying off the company's debts, the remaining assets of the company's property shall be distributed according to the proportion of shareholders' capital contribution in a limited liability company and the proportion of shares held by shareholders in a joint stock limited company.
After the liquidation of the company, the company shall apply to the company registration authority for cancellation of company registration according to law.
Article 33 The interpretation of the Articles of Association belongs to the shareholders' meeting of the company.
Article 34 The Articles of Association shall come into effect after being signed and sealed by all shareholders.
Article 35 Upon the proposal of the shareholders' meeting, the company may amend the Articles of Association. The amendment of the Articles of Association must be approved by shareholders representing more than two thirds of the voting rights of the company, signed by the legal representative of the company and reported to the company registration authority for the record.
Article 36 In case of any conflict between the Articles of Association and national laws, administrative regulations and the State Council decisions, the national laws, administrative regulations and the State Council decisions shall prevail.
Article 37 The Articles of Association are in six originals, one for each shareholder, one for the company registration authority, one for the capital verification agency and two for the company to keep.
Signature of natural person shareholder:
Date: Year Month Day
Articles of Association of Small-scale Companies Business Edition 2 Chapter 1 General Provisions
Article 1 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 2 In case of any inconsistency between the articles of association and laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.
Chapter II Company Name and Domicile
Article 3 Company name:
Article 4 domicile:
Chapter III Business Scope of the Company
Article 5 Business scope of the Company:
Chapter IV Registered Capital of the Company and Names of Shareholders, Mode, Amount and Time of Contribution
Article 6 The registered capital of the company is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 7 The name, mode of contribution, subscription amount and time of contribution of shareholders are as follows:
Name of shareholder
ID number
forms of investment
Subscription (ten thousand yuan)
Capital contribution period
total
Chapter V Organization of the Company, Its Formation Method, Authority and Rules of Procedure
Article 8 There is no shareholders' meeting in the company, and the senior management of the company consists of executive directors, supervisors and managers.
Shareholders of the Company shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Appointing executive directors and supervisors and deciding on matters concerning their remuneration;
(3) Examining and approving the report of the executive director;
(4) Examining and approving the report of the supervisor;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company; Name of shareholder, certificate number, mode of contribution, subscription amount (RMB 10,000), and total investment period;
(8) To make resolutions on the issuance of corporate bonds;
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association;
(eleven) to appoint or dismiss the company manager.
Article 9 The company does not have a board of directors, but has _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The term of office of the executive director is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 10 The executive director shall exercise the following functions and powers:
(1) To decide on the company's business plan and investment plan;
(2) To formulate the company's annual financial budget and final accounts;
(3) To formulate the company's profit distribution plan and loss recovery plan;
(4) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(five) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VI) Deciding on the establishment of the company's internal management organization;
(7) Nominating the manager of the company, appointing or dismissing the deputy manager and financial officer of the company according to the nomination of the manager, and deciding on their remuneration;
(8) To formulate the basic management system of the company.
Article 11 The Company shall have a manager who shall be appointed or dismissed by shareholders. The manager is responsible to the shareholders of the company 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 shareholders' meeting;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans 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;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the executive director.
Article 12 The Company shall have one supervisor, who shall be appointed by the shareholders of the Company. The supervisor is responsible to the shareholders of the company. The term of office of the supervisor is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The supervisor shall exercise the following powers:
(a) to check the company's finances;
(2) To supervise the behaviors of the executive directors and senior managers in performing their duties, and put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting;
(3) To require the executive directors and senior managers to make corrections when their actions harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the executive director fails to perform his duties as stipulated in this Law;
(five) to put forward proposals to the shareholders' meeting;
(six) in accordance with the provisions of Article 152 of the Company Law, bring a lawsuit against the executive directors and senior managers.
Chapter VI Legal Representative of the Company
Article 13 The Company does not have a board of directors, but has an executive director, who is the legal representative of the Company and is responsible to the shareholders of the Company and appointed by the shareholders. The term of office of the executive director is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Before the expiration of the term of office of the executive director, the shareholders shall not dismiss him without reason, and the legal representative of the Company is _ _ _ _ _ _.
Chapter VII Other matters deemed necessary by the shareholders' meeting.
Article 14 The registered items of a company shall be subject to the approval of the company registration authority.
Article 15 The Articles of Association shall come into effect as of the date of establishment of the company.
Article 16 The Articles of Association shall be made in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 17 The business term of the company is _ _ _ _ _ _ years, counting from the date when the business license is issued.
Signature and seal of shareholders:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Articles of Association of Small-scale Companies Business Edition 3 Chapter 1 General Provisions
Article 1 In order to regulate the behavior of sole proprietorship enterprises, protect the legitimate rights and interests of investors and creditors of sole proprietorship enterprises, maintain social and economic order, and promote the development of socialist market economy, these Articles of Association are formulated in accordance with the Law on Sole proprietorship Enterprises, which will serve as the operating criteria of this enterprise.
Article 2 Name of enterprise:
Article 3 Enterprise address:
Article 4 The person in charge of the enterprise:
Article 5 Business scope of an enterprise:
Article 6 This enterprise is a sole proprietorship enterprise, which is invested by a natural person, and the property is owned by the investor, and the investor assumes unlimited liability for the debts of the enterprise with his personal property.
Article 7 This enterprise is engaged in business activities within the registered business scope, and all activities shall abide by laws and administrative regulations, the principle of good faith, and shall not harm the interests of the public and fulfill its tax obligations according to law.
Chapter II Mode and Amount of Capital Contribution
Article 8 The investor of this enterprise is a natural person, and the declared contribution is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Chapter III Finance, Accounting and Labor Wage System
Article 9 This enterprise shall, in accordance with relevant national laws and regulations, formulate financial and accounting systems, set up accounting books according to law, and conduct accounting.
Article 10 The fiscal year of this enterprise adopts the Gregorian calendar system, and it is a fiscal year from _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _.
Article 11 When this enterprise recruits employees, it shall sign labor contracts with employees according to law, ensure their labor safety, pay their wages on time and in full, participate in social insurance in accordance with state regulations, and pay social insurance premiums for employees.
Chapter IV Dissolution and Liquidation of Enterprises
Article 12 The issuance date of the business license of this enterprise is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 13 An enterprise shall be dissolved under any of the following circumstances:
(1) The investor decides to dissolve;
(2) The investor dies or is declared dead, and there is no heir or the successor decides to give up the inheritance;
(3) Its business license has been revoked according to law;
(4) Other circumstances stipulated by laws and administrative regulations.
Article 14 When an enterprise is dissolved, the investor shall liquidate by himself or the creditor shall apply to the people's court to appoint a liquidator for liquidation. If the investor liquidates itself, it shall notify the creditors in writing within _ _ _ _ _ _ _ days before liquidation. If it is impossible to notify, it shall make a public announcement. The creditor shall, within _ _ _ _ _ _ _ days from the date of receiving the notice, or _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 15 After the dissolution of the enterprise, the original investor shall still be liable for repayment of the debts of the sole proprietorship enterprise during its existence, but if the creditor fails to make a claim for repayment to the debtor within _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 16 When an enterprise is dissolved, the property shall be paid off in the following order:
(1) Wages and social insurance fees owed to employees;
(2) Tax owed;
(3) Other debts.
Article 17 During the liquidation period, an enterprise shall not carry out business activities unrelated to the liquidation purpose. Before paying off debts according to the provisions of the preceding article, investors shall not transfer or conceal property.
Article 18 If the property of an enterprise is insufficient to pay off its debts, the investor shall pay off the debts with other personal property.
Article 19 After the liquidation of an enterprise, the investor or the liquidator designated by the people's court shall prepare a liquidation report and go through the cancellation of registration with the registration authority within _ _ _ _ _ _ _ _ _ _.
Chapter V Supplementary Provisions
Article 20 Matters not covered in the Articles of Association shall be handled in accordance with relevant national laws and regulations.
Article 21 The original Articles of Association shall be _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature (seal) of investor:
Date of conclusion: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
;