1, charter talks

 

　　The articles of association of the company (the partnership agreement negotiations and formulate) the form of organization of different. The establishment of a limited liability company, the shareholders shall be jointly formulated the articles of association of the company; one person limited liability company shall be formulated by the shareholders; state-owned company shall be formulated by the state owned assets supervision and administration institutions, or by the board of directors and assets supervision and administration institution for approval; the establishment of a Limited by Share Ltd, the sponsor for the articles of association of the company, the establishment of a way to raise the establishment adopted by the general assembly; establishment of the partnership, the partnership agreement by all the partners to develop.

　　The development of the company's Charter (partnership agreement) process, is also clear shareholders (partners) in the process of enterprise management decision rights, status. The articles of association of the company (partnership agreement) reasonable terms, between the promoter and the enterprise, to establish good relationship between promoters. Currently registered with the competent department of many enterprises provides enterprise agreement, articles of association model, provides the basic condition for the enterprise to develop and negotiate agreements, articles of association. For the mandatory provisions therein, deliberative subjects can be directly quoted relevant law. For the non mandatory clause needs and other investors in full consultation, negotiation to determine its contents. Enterprise if only simply copy the commerce and Industry Bureau provides templates and laws, and not according to modify and adjust the corresponding enterprise characteristics and actual needs, will increase the number of shareholders (partners) or between the shareholders (partners) disputes between enterprises and the uncertainty of the enterprise agreement, articles of association, the lack of operability. Therefore, in the negotiations process, deliberative subjects need to pay attention to enterprise name, domicile, business scope, some enterprises shareholding, shareholders' rights and interests, legal representative and other aspects.

 

　　2, charter signed

 

　　(1) the establishment of agreement

　　Agreement on the establishment, the company is in the process of establishment (partnership), by the sponsor (partner) conclude about enterprise establishment matters agreement. If the agreement is not perfect or lack of, will cause the investors in enterprises set up rights and obligations in the process of fuzzy boundaries, is not conducive to the scientific and effective for enterprises to set up. When the enterprises set up with the desired outcome of the contradictory situation, increase the possibility of disputes and litigation. So, the first program to set up enterprises should be signed agreement.

　　In addition to Limited by Share Ltd shall sign agreement, agreement is not company (partnership) set up the necessary legal documents. But the basic contents of the articles of association of the company set up a protocol usually (partnership agreement) the absorption. So, the enterprise name, registered capital, business scope, shareholder structure, form of contribution, the articles of association of the company (partnership agreement) of the absolute necessary items are the main contents of set protocol. At the same time, in order to clear the sponsor company (partnership) set up process and company (partnership) rights and obligation after the establishment of the establishment of agreement also agreed to set up, people in the establishment process of the rights and obligations, the establishment is not successful, bear the expenses of the confidentiality provisions, prohibition of business strife, organization, the transfer of shares, capital, capital, profit distribution, merger, division, termination, liability for breach of contract, dispute settlement clause. The establishment of the agreement signing, set up and stamped force.

　　Under normal circumstances, the establishment of general agreement validity period than enterprise was established, the establishment of agreement and the articles of association of the company (partnership agreement) between should not conflict. If the establishment of agreement and the articles of association of the company (partnership agreement) of conflict, should be based on the articles of association of the company shall prevail. The parties in the enterprise is set up, then to establish the agreement as the basis of civil litigation, the court shall not support. But the establishment of agreement to be agreed, and articles of Association (matters not specified in the partnership agreement), and not in violation of mandatory provisions of the law, the contract still effective to the contractor.

　　(2) the articles of association of the company

　　The articles of association of the company are the basic conditions for the establishment of the company and the most important legal document. The laws and regulations of our country, limited liability company shall include the following items: the name and domicile of the company, the business scope of the company, the registered capital of the company, name of shareholders, shareholders, capital contribution and capital contribution date, the organizations of the company and its production method, authority, the rules of procedure, the legal representative of the company, the shareholders' meeting other matters deemed necessary by.

　　Articles of association of the Limited by Share Ltd shall include the following items: the name and domicile of the company, the business scope of the company, company establishment, the total shares of the company, per share amount and the registered capital, the sponsor's name, the number of shares subscribed for, ways of investment and investment of time, composition, functions and rules of procedure of the board of directors, the legal representative of the company,. Functions and powers, and rules of procedure, the method of distribution of company profit, the reasons for dissolution of the company and the company liquidation, notices and announcements of the measures, the general meeting of shareholders deem necessary to be specified. Other matters.

　　Initiated the establishment of the company's investors adjust the contents of the articles of association of the company, signed and sealed at the establishment and effectiveness. Adjustment has not yet established companies have not yet produced in the articles of association, the directors, supervisors, senior management personnel and the future may join the other shareholders of the company of those content, since the company was founded in effect at the time.

　　(3) the partnership agreement

　　A general partnership partnership agreement is to set up the legal documents partnership is essential, basic legal document clearly the rights and obligations of the partners. The partnership agreement shall include the following items: the name of the partnership enterprise and principal place of business of the partnership and place; partnership; partner's name, domicile; partners investment mode, the amount and duration; profit distribution, loss sharing mode; the management of partnership affairs; admission and withdrawal; dispute settlement; dissolution with the liquidation of the partnership liabilities for breach of contract.

　　A limited partnership partnership agreement shall include the following items: the general partner and limited partner's name, domicile; managing partner should have the conditions and selection procedures; executive partners permission and default approach; executive partner from the conditions and procedure for replacement; limited partnership, retiring from the conditions, procedures and the related responsibility; Limited partners and general partners of mutual transformation program.

　　Partnership agreement shall become effective after all the partners have signed, stamped. The partners according to the partnership agreement shall enjoy the rights, obligations.

 

　　3, to amend the statute

 

　　The articles of association of the company (partnership agreement) is the basic criterion of enterprise organization and behavior, the enterprise shall comply with and carry out the articles of association of the company (partnership agreement). But in any of the following circumstances, enterprises should amend the articles of association of the company (partnership agreement): "company law", "partnership enterprise law" and relevant laws, administrative regulations after the modification, the articles of association of the company (partnership agreement) provisions regarding the revised law, administrative regulations conflict; enterprise changes, and the articles of association of the company (partnership agreement) recorded items inconsistent; shareholders (big), all the partners decide to amend its articles of Association (partnership agreement).

 

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