| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANY
INDEX Chapter 1 General Provision Chapter 2 The Purpose l Scope and Scale of the Business Chapter 3 Total Amount of Investment and the Registered Capital Chapter 4 The Board of Directors Chapter 5 Business Management Office Chapter 6 Finance and Accounting1 Chapter 7 Profit Sharing Chapter 8 Staff and Workers Chapter 9 The Trade Union Organization Chapter 10 Duration, Termination and Liquidation2 of the Jint Venture Company Chapter 11 Rules and Regulations Chapter 12 Applicable Law Chapter 13 Supplementary3 Articles Chapter 1 General Provision Article 1 In accordance with the "Law of the People's Republic of China on joint4 Venture Using Chinese and Foreign Investment" and the contract signed on in_________ ,china, by, ×Co.(hereinafter referred to as Party A). and ×××Co., Ltd. (hereinafar referred to as Party A), to set up a joint venture, ×× Limited Liability Company (hereinafter referred to as joint venture company), the Articles of Association hereby is formulated6. Article 2 The names of the joint venture company shall be ××Limited Liability Company Its abbreviation is The Legal address of the joint venture company is at Article 3 The names and legal addresses of each parties are as follows: Party A: × Co. , China, and its legal address is party B: ××× Co., Ltd, and its legal address is Article 4 The organization form of joint venture company is a limited liability company. The liabilities of each party to the joint venture company just limits to its contributed capital, which stipulated7 in the Articles of Association or in the revised afterwards. The profits, risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions of the registered capital. Article 5 The joint venture company has the status of a legal person and is subject to the jurisdiction8 and protection of Chinese laws concerned. All activities of the joint venture company shall be governed by the laws. decrees and pertinent9 rules and regulations of the People's Republis of China. Chapter 2 The Purpose, Scope and Scale of the Business Article 6 The prupose of the parties to the joint venture is in conformity10 with the wish of enhancing the economic cooperation and technical exchanges, to raise economic results and ensure satisfactory economic benefits for each investor11 by improving the product quality, devloping new products, and gaining competitive position in the world market in quality and price through advanced and appropriate technology and scientific management. Article 7 Business scope of the joint venture company is Article 8 The production scale of the joint venture company are at follows: Article 9 The produets of the joint venture company will be sold on Chinese market and overseas market and after-sale services will be provided by themslves. In order to pursuing the success and development of the joint venture company, the joint venture company shall give the top priority on export of the prodacts and earning foreign currency. Chapter 3 Total Amount of Investment and the Registered Capital Article 10 The total amount of investment of the joint venture company is V. S. Dollars. The regis tered capital for the joint venture company is V. S. Dollars. Article 11 Both parties shall contribute the capital as sollows: Party A shall pay accounts for % includes:l) 2) Party B shall pay accounts for % includes:1) Factory site and others: us Dollars; 2) Eauipment: us Dollars Article 12 The amount of the investment in Article 10 shall be paid by Party A and Party B according to the time limit stipulated in the contract. Article 13 After the payment of investment by the parties to the joint venture, a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate for contributed investment. Thereafter the joint venture company shall issue an investment certificate to confirm the date and amount of the contribution. ArticIe14 Within the term of the joint venture, the joint venture company shall not reduce its registered capital. Neither party shall be allowed to mortgage any part of the investment to the third party. Article 15 Any increase, assignment of the registered capital of the joint venture company shall be approved by the board of directors and submitted to the original examining and approving au-thority for approval. The registration12 procedures for changes shall be dealt with at the original registration and administration office. Chapter 4 The Board of Directors Article 16 The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company. Article 17 The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required: l)amending the Articles of Association of the joint venture company ; 2)discussing and deciding the termination and dissolution of the joint venture company; 3)deciding the merger13, affiliation14 and consolidation15 of the joint venture company with other economic organization; 4)deciding the increase and assignment of the registered capital; 5)deciding to set up branches; 6)ratifying the project of development on medium term and long term; 7)deciding an annual management strategy and plan; 8)ratifying fiscal16 budget, fiscal report and accounting statement; 9)deciding the plan on annual profits sharing; l0)inviting and dismissing the general manager and the deputy general managers; 11)settling the disputes between each party to the joint venture and joint venture company. As for other matters, approval by more than_________ directors shall be required. such as; 1)deciding the top line of annual circulating capital and issues on purchasing, leasing and mortgage of assets in the joint venture company; 2)approving. the labor17 contracts and other important regulations of the joint venture company; 3)examining and approving the annual business report submitted by the general manager; 4)inviting and dismissing the senior adminiatrative personnal who shall be recommended by general manager, and deciding their salary and welfare; 5)deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant regulations of China; 6)defining and adjusting the stracture of the joint venture company 7)deciding the proportion of allocation for reserve funds, expension funds and bonuses from the taxed profits of joint venture company; 8)deciding the types and scope of insurances for joint venture company 9)deciding the scope of authorized18 power for the general manager; 10)deciding the plan on living houses and other welfare for staff and workers of joint venture company; 11)deciding other matters which shall made decision by the board of directors. Article 18 The board of directors shall consist of directors. of which directors shall be appointed by Party A, by Party B. The term of office for the directors is four years and may be renewed. When appointing and replacing directors, a written notice shall be submitted to the board and the other party. Article 19 The board of directors shall convene19 at least one meeting every year. The chairman may convene an interim20 meeting based on a proposal made by more than _______(including )directors. The board meeting will be held in principle in ________. Article 20 The chairman shall give each director a written notice thirty (30) days before the date of the board meeting. The notice shall cover the agenda, time and place of the. Should the directors be unable to attend the board meeting meeting, he may present aproxy in written form to the board. In case the director neither attends nor entrusts22 others to attend the meeting, he will be regarded as abstention. Article 22 The board meeting requires a quorum23 of over three quarter of the total number of directors. When the quorum is less than three quqrter, the decisions adopted by the board meeting are invalid24. Detailed25 written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy21. The record shall be made in Chinese and in English, and shall be filed with the company. Chapter 5 Business Management Office Article 22 The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have one general manager, deputy general managers. They shall be invited by the board of directors whose term of office is four years and may be renewed by the board of directors. Article 23 The system of job responsibility of the general manager under the board of directors is adopted by the joint venture company. The general manager shall be responsible to the board of directors directly, carry out the decisions of the board of directors and organize the daily works on production, technology and management of joint venture company. Article 24 At the invitation of the board of directors, the chairlnan, vicechairman of directors of the board may concurrently26 be the general manager, deputy general manager and general manager assistant of the joint venture company. Article 25 The general manager or deputy general managers shall not hold positions concurrently as general manager or deputy general manager of other economic organizations on commercial competition with their own joint venture company without the approval of the board of directors. Article 26 The general manager, deputy general managers and other senior administrative27 personnel who ask for resignation shall submit their written reports to the board of dircetors in advance. In case any one of the above-mentioned persons conduct graft28 or serious dereliction of duty, they may be dismissed at any time upon the decision of the borad. Chapter 6 finance and Accounting Article 27 The finance and accounting of the joint venture company shall be handled in accordance with the "Stipulations of the Finance and Accounting System of the Joint Venture Using Chinese and Foreign Investment" which formulated by the Ministry30 of Finance of the People's Republic of China. Article 28 The fiscal year of the joint venture company shall be calendar year from January 1 to December 31. All vouchers31, receipts, accounting statiments and reports, accounting books shall be written in Chinese and English. Article 29 The joint venture company adopts Renminbi (RMB) as its accounts keeping unit. The conversion32 of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the State Administration of Foreign Exchange Control of the People's Republic of China. Article 30 The joint venture company shall open accounts in RMB and foreign currency with the Band of China or other banks which agreed by the Bank of China. Article 3l The accounting of the joint venture company shall adopt the internationally used accrual33 basis and debit34 and credit accouting system in their work. Article 32 The accounting books of the joint venture company shall include the following contents: (1)all amount of income and payment and payment in cash of the joint venture company; (2)situations concerning sale and purchasing the materials of the joint venture company; (3)situations concerning registered capital and debt of the joint venture company; (4)situations concerning and assignment of the registered capital. Article 33 In the first three months of each fiscal year, the manager shall prepare the profits year's balance sheet, profit and loss statement and proposal regarding the disposal of profits which should be examined and signed by the auditor35, then submit them to the board of directors. Article 34 Parties of the joint venture company have the right to invite an auditor to undertake annual financial check and examination at his own expense. The joint venture company shall provide convenience for the checking and examination. Article 35 The depreciation36 period for the fixed37 assets of the joint venture company shall be decided38 by the board of eircetors in accoudance with the "The Income Tax Law of the People's R-public of Chian for Foreign Investment Enterprises and Foreign Enterprises" Article 36 All matters concerning foreign exchange shall be handled in accordance with the "Provisional Regulations for Exchange Control of the People's Republic of China" and other pertaining39 regulations. Chapter 7 Profit Sharing Article 37 The joint venture company shall allocate40 reserve funds, expansion funds and bonuses welfare funds for staff and workers after payment of taxes. The proportion of allocation shall be decided by the board of directors. Article 38 After paying the taxes in accoudance wiht law and drawing the various funds, the profits in net will be distributed according to the proprtion of each party's investment in the registered capital. Article 39 The joint venture company shall distribute its profits once a year. The profit distribution plan and amount of profit distributed to each party shall be published within the first three months following each fiscal year. Chapter 8 Staff and Workers Article 41 The employment, recruitment, dismissal and resigntion of the staff and workers of the joint venture company and their salary, welfare, labor insurance, labor protection, labor discipline and other matters shall be handled according to the "Regulations of the People's Re-public of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment" and its implementation41 rules, and relevant regulations issued by ×× province (City). Article 42 The joint venture company has the right to take disciplinary actions, such as warning, demerit recording42 and salary reducing against those staff and workers who violate the rules and regulations of the joint venture company and labor disciplines. Those with serious cases may be dismissed. Discharging of workers shall be filed with the local labor and personnel department. Article 43 The salary treatment of the staff and workers shall be set by the board of directors ac-cording to the specific situation of ________, and the joint venture company, with reference to the regulations issued by the Bureau of Labor of _________, and shall be specified43 in detail in the labor contract. The salary of the staff and workers shall be increased correspondently with the development of production and the progress of the worker's ability and technology. The pensions of the staff and workers who retired44 from the joint venture company shall be paid ac-cording to the specific regulations issued by the Bureau of Labor of __________. Article 44 The matters concerning the welfare funds, bonuses, labor protection and labor insurance, etc, shall be stipulated respectively in various rules by the joint venture company in ac-cordace with relevant regulations of the Pepole's Republic of China and________ , to ensure that the staff and workers go in for production and work under normal condition. Chapter 9 The Trade Union Organization Article 45 The staff and workers of joint venture company have the right to establish tade union organization and carry out activities in accordance with the stipulation29 of the "Trade Union Law of the people's Republic of China". Article 46 The trade union in the joint venture company is the representative of the interests of the staff and workers. The tasks of the trade union are: to protect the democratic rights and ma-terial interests of the staff and workers pursuant to the law; to assist the joint venture company to arrange and make rational use of welfare funds and bonuses; to organize political, professional, scientific and technical studies, to carry out literary, art and sports activities; and to educate staff and workers to observe labor discipline and strive to fulfil the economic tasks of the joint venture company. Article 47 The persons in charge of the trade union of the joint venture company has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plans, production and managing activities of the joint venture company. Article 48 The trade union shall take part in the mediation45 of disputes arising between the staff and workers and the joint venture company. Article 49 The joint venture company shall allot46 an amount of money totally 2% of all the salaries of the staff and workers of the joint venture company as trade union's funds which shall be used by the trade union in accordance with the "Managerial Rules for the Traed Union Funds" formulated by the All China Federation47 of Trade Union. Chapter 10 Duration, Termination and Liquidation of the Joint Venture Article 50 The duration of the joint venture company is ___________ years. The establishment of the joint venture company shall start from the date on which the business license48 of the joint venture company is issued. An application for the extension of the duration. proposed by one party and unamiously approved by the board of directors, shall be submitted to the original examining and approving authority 6 months prior to the expiry date of the joint venture. Article 51 With the agreement between both parties on the termination which should be pursuing the best benefits for the parties, the joint venture will be terminated. In this case, the decision for the termination shall be made by the board meeting 90 days before the date of termination of the joint venture, and be submitted to the original examining and approving authority. Article52 When the following situations happened, either party have right to terminate the joint venture: 1)expiration49 of the duration of the joint venture company; 2)inability to continue operations due to heavy losses; 3)inability to continue operations due to heavy losses caused by the Force Majeure; 4)inability to continue operations due to the failure of the party to fulfil its obligations prescribed in the contract and the Articles of Association; 5)failure to obtain the desired objectives of the operation and noprospects for the future development of the joint venture company. Article 53 Upon the expiration of the duration or termination of the joint venture company, the board of directors shall work out proceduers and principles for the liquidation, nominate candidates for the liquidation committee for liqidating the assets of the joint ventrue company. Article 54 The task of the liquidation committee are: to conduct through check of the property of the joint venture company, its claims and indebtedness; to work out the statement of assets and liabilities and list of property; to formulate5 a liquidation plan. All these shall be earried out upon the approval of the board of directors. Article 55 The remaning property after the clearance50 of debts of the joint venture company shall be earried out upon the approval of the board of directors. Article 56 On completion of the liquidation, the joint venture company shall submit a liquidation report to the original examining and approving authority, go through the formalities for nullifying its registration in the original registration office and hand in its business license, at the same time, make an anouncement to the public. Article 57 After winding51 up of the joint venture company, its accounting books shall be left in the care of Party A. Chapter 11 Regulations Article 58 Following are the rules and regulations formulated by the board of directors of the joint venture company: 1) Management regulations, including the powers and functions of the managerial branches and its working rules and procedures; 2)Rules for the staff and workers; 3)System of labor and salary; 4)System of work attendance record, promotion52 and awards and penalty for the staff and workers; 5)Detailed rules of staff and worker's welfare; 6)Financial system; 7)Liquidation procedures upon the dissolution of the joint venture company; 8)Other necessary rules and regulations. Chapter l2 Applicable Law Article 59 The formation of this contract, its validity, interpretation53, execution and settlement of the disputes shall be governed by the relevant laws of the People's Republic of china. Chapter 13 Supplementary Articles Article 60 The amendment54 to the Articles of Association shall be unanimously agreed and decided by the board of directors and submitted to the original examining and approving authority for approval. Article 61 The contract shall be written in chinese and in English. Both languages are equally au- thentic. In events of any discrepancy55 between the two aforementioned versions, the Chinece version shall prevail. Article 62 The Articles of Association shall come into effect upon the approval by People's Repablic China. The same applies ×× Economic Relation and Trade Commisston, in the events of amendments56. Article 63 The Articles of Association is signed in province (city) China by the authorized representatives of both parties on. Party A Party B 点击收听单词发音
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
上一篇:低开出口发票行为处罚暂行办法 下一篇:亨利-梅因:国际法Lecture 12 |
- 发表评论
-
- 最新评论 进入详细评论页>>