General principles of the first chapter
This the first constitution basis " company law of People's Republic of China " (the following abbreviation " company method " ) , reach concerned law, administrative regulations to make.
This the 2nd constitution clause is like what collide with photograph of state law, code, it is with state law, code accurate.
Type of the 3rd company: One person is finite liability company (the natural person is solely invested) .
Name of company of the 2nd order and abode
Name of the 4th company is: Company of ************* finite liability (company of the following abbreviation) .
Dwelling place of the 5th company: ************
Scope of operations of company of the 3rd order
Scope of operations of the 6th company: ***************** .
The company undertakes an activity inside scope of operations. Basis law, code and classics of beard of decision of the State Council allow management project, after ought to applying for to concerned license branch, examine and approve a file to perhaps permit certificate to manage by the license. The scope of operations of the company ought to be in enterprise of the Gansu Province by the regulation credit information is public show platform to give fair show.
Company of the 4th order registers capital
The 7th company registers capital to be RMB **** 10 thousand yuan.
Full name of partner of the 5th chapter (or name)
Shareholder of the 8th company in all ** :
Full name: **** , sexual distinction: * , the age: ** year old, seat of registered permanent residence: ************** , id number: ********** .
The contributive means of partner of the 6th chapter, contributive forehead and contributive time
The contributive means of the 9th partner, contributive forehead and contributive time:
*** , with the money contributive *** 10 thousand yuan, always identify capture contributive *** 10 thousand yuan, occupy a company to register capital ***% , among them: Real pay is contributive ** 10 thousand yuan, not capture is contributive at *** year * month ** pay is full a few days ago.
The right of partner of the 7th chapter and obligation
The 10th partner enjoys following right:
(one) enjoy capital gains lawfully, participate in great and decision-making wait for the right with choice controller;
(2) requirement company signs and issue contributive certificate for its, and the full name (or name) , abode, contributive forehead and account of contributive certificate number go up at shareholder register;
(3) according to the contributive scale of real pay cent takes bonus;
(4) be made over by concerned regulation and mortgage place holds some equity;
(5) the business to the company, manage and financial management job undertakes supervisory, to table a proposal or inquiry. Authority consults, record of meeting of duplicate company rules, shareholder and financial accounting report.
(6) after the company deals with liquidation to end, according to real pay contributive scale shares odd capital fund.
Eleventh partner fulfils following obligation:
(one) the contributive forehead in the limit of that identifies capture with its assumes responsibility to the company;
(2) the knows capture contributive specified amount that ought to set in rules of company of pay of full specified amount on schedule; With the money contributive, ought to the money contributive the account that full specified amount stocks a company to be opened in the bank; In order to be not a money contributive, ought to evaluate evaluate, check belongings, do not get overmeasure to perhaps underestimate evaluate, law, administrative regulations has a regulation to evaluating evaluate, set from its, ought to deal with its money property right to change the procedures of company under one's name lawfully;
(3) do not press deadline identifying capture contributive perhaps do not press those who stipulate amount identifying capture is contributive, undertake responsibility of breach of contract lawfully;
(4) company classics is versed in commercial firm politics runs office lawfully after registration book, partner must not be smoked escape contributive;
(5) abide by company rules, conservative company is private;
(6) the management that supports a company, offer rationalize proposal, stimulative company business grows.
The equity of company of the 8th order is made over
Dozenth partner can make over his all or partial equity.
Partner transfers equity to other, ought to sign shareholder resolution and keep company puts on record. .
Thirteenth alienee must abide by our company constitution and regulation of concerned law, administrative regulations.
The orgnaization of company of the 9th order reachs his to produce method, powers and authorities of office, rules of procedure
The 14th company does not set partner to meet, partner is the policymaker of the company.
Exercise of the 15th partner is following powers and authorities of office:
(one) the management policy that decides a company and investment plan;
(2) accreditation and change thing of executive trustee, inspect, manager, the decision carries out the pay item of thing of trustee, inspect, manager;
(3) the working report that discusses approval to carry out trustee;
(4) the working report that discusses approval inspect issue;
(5) plan of the plan of budget of year finance affairs that discusses approval company, final accounting of revenue and expenditure;
(6) the profit allocation plan that discusses approval company and make up for deficit plan;
(7) register capital to make resolution to the company raises or decreasing;
(8) make resolution to issueing debenture;
(9) amalgamative to the company, schism, disband, liquidate or change company form to make resolution;
(10) make over to partner share make resolution;
(11) modification company rules.
The means of discuss official business of the 16th partner and definitely appearance sequence, carry out according to the regulation of this constitution.
Shareholder resolution must put on record via partner signs and leaving buy company. Include to revise company constitution, increase or reduce the resolution that registers capital, and company the amalgamative, schism, resolution that disband or changes company form, must be passed via partner and put on record.
According to of the seventeenth partner " company method " powers and authorities of office of concerned regulation exercise.
The 18th partner make resolution, the decision consummate meeting that ought to discuss matter to place is recorded, the partner that makes resolution ought to sign on conference record and keep at the company.
The 19th company does not set a board of directors, set executive trustee one person, arise by partner accreditation, every lieutenancy 3 years. Lieutenancy at the expiration of one's term of office, can choose be reappointed consecutively repeatedly. Accreditation of classics of current executive director is held the position of by Li Lin.
The 20th executive trustee is responsible to partner, exercise is following powers and authorities of office:
(one) to partner the report works;
(2) the resolution of executive partner;
(3) the management plan that decides a company and investment program;
(4) plan of the plan of budget of year finance affairs of formulate company, final accounting of revenue and expenditure;
(5) the profit allocation plan of formulate company and make up for deficit plan;
(6) the addition of formulate company or reduce the program that registers capital;
(7) formulate company form of company of amalgamative, schism, change, disbanded plan;
(8) the setting that decides company in-house administration;
(9) appoint to a position or dismiss company financial controller, decide its pay matter;
(10) the fundamental management system that makes a company.
The 21st company sets a manager one person, arise by partner accreditation. Accreditation of current director classics is held part-time by executive trustee **** .
The manager is responsible to partner, exercise is following powers and authorities of office:
(one) the manufacturing management that manages a company works, the organization implements shareholder resolution;
(2) management plan of year of constituent executive company and investment program;
(3) draft company in-house administration to set program;
(4) the fundamental management system that drafts a company;
(5) the specific rules that establishs a company.
The 22nd company does not establish supervision board, the thing that set inspect 1 person, arise by partner accreditation, every lieutenancy 3 years. Lieutenancy at the expiration of one's term of office, but be reappointed consecutively. Accreditation of classics of current inspect thing is held the position of by Zhang Fudi.
Executive trustee, senior administrator and financial chief must not hold inspect thing part-time.
Exercise of thing of the 23rd inspect is following powers and authorities of office:
(one) examination company is financial;
(2) the behavior that carries out company job to carrying out trustee, senior administrator undertakes supervisory, to rules of lawbreaking, administrative regulations, company or the proposal that the executive trustee of shareholder resolution, senior administrator offers to unmake;
(3) when the interest that harms a company when the behavior of executive trustee, senior administrator, requirement executive trustee, senior administrator gives correct;
(4) offer proposal to shareholder meeting;
(5) according to " company method " the 152nd regulation, to carrying out to lodge a complaint of trustee, senior administrator.
The 24th company sets company secretary, recruit by partner.
Company secretary ought to accord with what relevant law, code sets to hold a post condition.
Secretary of the 25th company is in charge of disclosing the company information that ought to publish lawfully to social community, fulfil following obligation:
(one) be in charge of be in enterprise of the Gansu Province credit information is public show the information that the company submits to ought to be made public on platform;
(2) those who accept concerned branch inquire lawfully;
(3) meeting of preparatory company shareholder and relevant meeting Wu;
(4) administrative partner material and company document, archives;
(5) other.
Legal representative of company of the 10th order
Legal representative of the 26th company is held part-time by executive trustee Li Lin.
Powers and authorities of office of the 27th legal representative:
(one) executive shareholder resolution;
(3) sign relevant document on behalf of the company;
(4) nomination manager person selected, hand in partner to appoint and dismiss.
Eleventh order company dismisses main content and liquidation idea
The business deadline of the 28th company 30 years. The company has one of following state, can disband:
(one) the business deadline at the expiration of one's term of office that company rules sets;
(2) shareholder resolution is disbanded;
(3) on business department incorporates or schism needs to disband;
(4) be done business by revoke lawfully charter, instruct shut or by cancel;
(5) people court according to " company method " the 183rd regulation gives disband. The 29th company clears way. The company because " company method " the 181st
(one) , (2) , (4) , (5) set and disband.
Thirtieth when the company is disbanded, ought to be in disband main content to appear 15 establish liquidation group in a few days, begin to liquidate. Liquidation group is comprised by partner and relevant administrator.
Group of a liquidation is in thirtieth exercise is following during liquidation powers and authorities of office:
(one) clear company worth, weave respectively balance sheet and belongings detailed list;
(2) creditor of announcement, announcement;
(3) processing and the business that liquidate concerned company unfinished knot;
(4) the tax payment that clear capture place owes the generation in imposition and liquidation process;
(5) clear creditor's rights, debt;
(6) the surplus property after dealing debt of company pay off;
(7) participate in civil suit activity on behalf of the company.
Thirtieth liquidates group of day that ought to hold water oneself 2 times to have loan of the 10 announcements inside day, go up in newspaper within 60 days announcement. Creditor ought to rise 30 days from the day that receives notice inside, group of 45 days of indrawn liquidation since the from announcement day that did not receive notice declares its creditor's rights.
3 liquidation group is in thirtieth after liquidating balance sheet of company worth, work out and belongings detailed account, ought to make liquidation plan, sign up for partner or people court affirms.
Company worth is being raised respectively pay liquidation pay of charge, worker, society insurance expenses and legal compensation gold, pay place owes tax payment, the surplus property after debt of pay off company, the real pay according to partner is contributive prorata.
During liquidation, company add is put, but do not run an activity so that begin what have nothing to do with liquidation. Company worth is in not before the money before according to sets pay off, do not get minute of admeasure partner.
After 4 companies liquidation ends thirtieth, liquidation group ought to make liquidation report, newspaper partner or people court affirms, register mechanism to apply for to cancel a company to register to the company, announcement company is stopped.
Eleventh chapter supplementary articles
Thirtieth this 5 constitution 2019 day of * month * concludes.
The matter that this 6 constitution did not regulate thirtieth, by " company method " relevant provision is carried out.
Partner signs (affix one's seal) :
Date
********* limited company implements the resolution of trustee about accreditation
Classics 2019 day of 0* month * , partner of ********* limited company decides, accreditation ** holds the position of a company to carry out trustee (legal representative) hold general manager concurrently, lieutenancy 3 years, at the expiration of one's term of office but be reappointed consecutively.
Partner signs:
2019 day of * month *
*************** limited company
About the resolution of thing of accreditation company inspect
Classics 201* year day of * month * , partner of ************* limited company decides, accreditation **** holds the position of company inspect thing, lieutenancy 3 years, at the expiration of one's term of office but be reappointed consecutively.
Partner signs:
2019 day of * month *
