外资公司章程英文版Word文档下载推荐.docx

1、 （the same as above）Party C: note: If there is Party C, Party D, and so on ,remark it like this.If the investor is the natural person, so he/she needs to offer the contents which include name, nationality, etcArticle 3Name of the Company: （Hereinafter referred to as the “company”）Registered Office A

2、ddress:Article 4The legal representative of the company will hold the post by the director / executive director / manager, and in accordance with the relevant provisions of China for registration.Article 5The company is a limited liability company. The liability of each Party with respect to the Com

3、pany shall be limited to its respective capital contributions to the registered capital of the Company.Article 6As a Chinese corporate, the Company is under the governance and protection of Chinese laws. While conducting its business, the company must comply with the stipulations of the Chinese laws

4、, decrees and relevant regulations, observe the public virtue, accept the supervision from the government and the public and shall bear the social responsibility.CHAPTER 2 SCOPE OF BUSINESSArticle 7The objective of the company:The business scope of the company: Article8The projects which in the busi

5、ness scope belong to the laws, administrative rules and regulations must be approved according to law. After the approval, it can have the business activities.CHAPTER 3 TOTAL INVESTMENT AND REGISTERED CAPITALArticle9The amount of the total investment of the company: （includes currency ）. Article10 T

6、he registered capital: （includes currency ）.Included: Party A subscribed capital contribution: （includes currency） , %of the registered capital. The way of funding is .Party A subscribed capital contribution: （includes currency） , %of the registered capital. The way of funding is .（It is applied to

7、the conditions which have the shortfall between aggregate investment and registered capital.）The shortfall between the aggregate investment and registered capital, the company will solve it by itself.The capital contribution of each party shall be converted according to the current numeraire exchang

8、e rate of the Peoples Bank of China. Article11 The deadline of the company registered capital:Paying off the all the capital within six months upon the issuance of business license.If the registered capital is paid in instalments, the contribution to the first instalment shall not be less than 15% o

9、f its subscribed capital. It is not less than the statutory minimum amount of registered capital; the first instalment shall be paid within three months upon the issuance of business license. The rest part of the capital contribution time shall be conformed by the provisions of the Company Law, the

10、relevant foreign investment laws and the regulations on the Administration of Company Registration Regulations. Other laws, administrative regulations shall pay the whole capital by shareholders when the company founded, with its provisions.Article12Generally, the company in the business period does

11、 not reduce its registered capital.Article13（such as foreign investors joint venture）any of the investment parties transfer of all or part of its equity to a third party, investors shall be consented by the other parties and report to the original examination and approval authority for approval. One

12、 party of the investors transfer all or part of its stock rights, the other parties shall have the pre-emptive rights.CHAPTER 4 the shareholders committee/shareholdersArticle14（If the company has two or more shareholders） The company set up the shareholders committee by all the shareholders. The sha

13、reholders committee is the companys organ of power; ensure all the activities of the company in accordance with Chinese laws, regulations and relevant provisions, the company decided to all major issues.（If the company is only one shareholder）The company has not set up the shareholders committee; Sh

14、areholder is the companys organ of power, when the shareholders perform their functions and powers, shall be made in written form and signed by the shareholder and preserved in the company.Article15The board of shareholders/ shareholder shall perform the following functions and powers:（1） To decide

15、on the business policy and investment plan of the company;（2） To elect and recall director and supervisor whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;（3） To examine and approve reports of

16、 the executive director;（4） To examine and approve reports of the supervisor;（5） To examine and approve the annual financial budget plan and final accounts plan of the company;（6） To examine and approve plans for profit distribution of the company and plans for making up losses;（7） To adopt resoluti

17、ons on the increase or reduction of the registered capital of the company;（8） To the issuance of corporate bonds（9） To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company; （10） To amend the articles of association of the company.（11）

18、Others:As specified in the preceding paragraph matters need all shareholders agreed ,and by all the shareholders in the decided to file signature, stamp.（The following Article 16 to Article 19, it is chosen for setting up the board of shareholders.）Article16The shareholders meeting shall be convened

19、 at least times every year. The shareholders represent one-tenth or more of the voting rights, one-third or more of the directors, supervisors would propose to convene an interim meeting, and the interim meeting shall be convened.Article17（If it sets up a board of directors） The shareholders meeting

20、 convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided over by the vice-chairman; the vice chairman of the board of directors is unable to perform duties or does not perform his duties, the half or

21、 more of the directors jointly held up a director to host.（If it doesnt set up a board of directors） The shareholders meeting convened and presided over by the executive director.The board of directors/ executive director cannot perform his duties or fails to convene the shareholders meeting of the

22、responsibility, convened and presided over by the supervisors; the supervisors dont convene and presided over, representing one-tenth or more of the voting rights of the shareholders can gather and presided over it.The shareholders committee shall write the minutes of the meeting by the decisions, t

23、he shareholders who attended the meeting would sign in the minutes of the meeting.CHAPTER 5 boards of directors/ executive directorArticle18（If it sets up a board of directors） The company shall establish the board of directors, by members （3-13 persons）. Each term for three years, included one chai

24、rman, vice-chairman, directors. The director from the board of directors produces by . The term expires, can be reappointed.The way to produce the chairman and vice-chairman of the board:（If it doesnt set up a board of directors） The executive director produced by . The term expires, can be reappoin

25、ted.Article19Board of directors/ executive director shall be responsible to the shareholder, and exercise the following functions and powers:（1） To be responsible to shareholder and to report its work to the shareholder; （2） To implement the resolutions of the shareholder; （3） To decide on the busin

26、ess plans and investment plan of the company;（4） To formulate the annual financial budget plan and final accounts plan of the company;（5） To formulate plans for profit distribution and plans for making up losses of the company;（6） To formulate plans for the increase or reduction of the registered ca

27、pital and issuance of company bond of the company;（7） To formulate plans for the merger, division, transformation and dissolution of the company;（8） To decide on the establishment of the companys internal management organs;（9） To decide on appointment and dismiss the companys manager and the matter

28、on the managers remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the companys deputy manager（s） and persons in charge of the financial affairs of the company and the matters concerning their remuneration;（10） To formulate the basic management system of the company.（11）Others:（The following terms suitable for establishing the board of directors）The board of directors meeting convened by the board of directors, and presided over by the chairman. The chairman is unable to perform duties or does not perform his duties, and presided