Sino-foreign joint venture company charter (1)

Sino-foreign joint venture company charter

Chapter I General Provisions

Article 1 According to the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures and the relevant laws and regulations of China, China ______ Company and ______ State ______ Company signed a joint venture contract on ______________, forming a ______ joint venture limited liability company. Formulate the articles of association of the company.

The second joint venture company name is _____ limited liability company.

The foreign name is: _________.

The legal address of the joint venture company is:

____ Province ____ City ____ District ____ Road ____.

Article 3 The names, legal addresses and legal representatives of the parties to the joint venture are:

Party A: China ______ company

____ Province ____ City ____ Road ____.

The name of the legal representative ____ position ____ nationality ____.

Party B: ______ country ________ company.

__________country_____.

The name of the legal representative ____ position ____ nationality ____.

Article 4 The joint venture company is a limited liability company.

Article 5 The joint venture company is a Chinese legal person and is subject to and protected by Chinese law. All activities must comply with Chinese laws, regulations and relevant regulations.

Chapter II Purpose, Business Scope

Article 6 The purpose of the joint venture company is to use the advanced technology of ××× to produce and sell XX products, to reach the XX level, and to obtain the satisfactory economic benefits of all parties to the joint venture.

Article 7 The business scope of the joint venture company is to design, manufacture and sell XX products and provide technical services.

Article 8 The production scale of the joint venture company is:

____year____.
____year____.
____year____.

Article 9 The joint venture company sells its products to domestic and foreign markets, and the proportion and quantity of domestic and foreign sales.

____ years: ___ percent of sales to foreign countries and Hong Kong and Macao, and ___ percent of domestic sales.
____year:〃___,
〃___.

Sales channels, methods, and responsibilities.

Chapter III Total Investment and Registered Capital

Article 10 The total investment of the joint venture company is RMB ______ yuan.

The registered capital of the joint venture company is RMB ______ yuan.

Article 11 The parties to the joint venture shall contribute the following:

Party A: The amount of capital contribution is ______ yuan, accounting for ___ percent of the company's registered capital.

Of which: cash _____ yuan
Mechanical equipment ______ yuan
Factory _______ yuan
Land use rights ______ yuan
Industrial property rights ______ yuan
Other ___ yuan

Party B: The amount of capital contribution is ______ yuan, accounting for ___% of the company's registered capital.

Of which: cash _____ yuan
Mechanical equipment ______ yuan
Industrial property rights ______ yuan
Other ___ yuan

Article 12 The parties to the joint venture shall pay their respective capital contributions in accordance with the time limit stipulated in the joint venture contract.

Article 13 After the parties to the joint venture have paid the full amount of capital, the capital accountant hired by the joint venture company will verify the capital and issue a capital verification report. The main contents of the capital contribution certificate are: the name of the joint venture company, the date of establishment, the name of the joint venturer and the amount of capital contribution, the date of capital contribution, and the date of issuance of the certificate of capital.

Article 14 During the joint venture period, the joint venture company shall not reduce the amount of registered capital.

Article 15 The increase in the registered capital of the joint venture company shall be unanimously agreed by the parties to the joint venture and shall be reported to the original examination and approval authority for approval.

Article 16 Any party that transfers its capital contribution, in whole or in part, shall be subject to the consent of the other party to the joint venture. When one party transfers, the other party shall have the right of first refusal.

Article 17 After the increase or transfer of the registered capital of the joint venture company and the unanimous approval of the board of directors, it shall be reported to the Ministry of Foreign Trade and Economic Cooperation for approval and the registration formalities for change shall be handled with the State Administration for Industry and Commerce.

Chapter IV Board of Directors

Article 18 The joint venture company shall have a board of directors. The board of directors is the highest authority of the joint venture company.

Article 19 The board of directors determines all major matters of the joint venture company, and its functions are as follows:

Decide and approve important reports from management;

Approve annual financial statements, revenue and expenditure budgets and annual profit distribution plans;

Through the company's important rules and regulations;

Enter into a labor contract;

Decided to establish a branch;

Discuss the amendments to the company's articles of association;

The discussion decided to suspend production, terminate or merge with another economic organization;

Decided to hire senior staff, deputy general manager, chief engineer, chief accountant, auditor and other senior staff;

Responsible for the settlement of the joint venture company and the liquidation at the end of the period;

Other major issues that should be decided by the board of directors.

Article 20 The board of directors shall be composed of ___ directors, of which Party A shall appoint ___ directors, and Party B shall appoint ___ directors. The directors shall serve for a term of four years and may be re-elected.

Article 21 The board of directors shall have one chairman and the vice chairman ___name. The chairman of the board of directors shall be appointed by Party A and the vice chairman shall be appointed by Party B.

Article 22 The parties to the joint venture shall notify the board of directors in writing when appointing and replacing candidates for directorship.

Article 23 The regular meeting of the board of directors shall be held once a year. After more than one third of the directors propose, an extraordinary meeting of the board of directors may be convened.

Article 24 The board meeting shall be held in principle at the company's location.

Article 25 The board meeting shall be convened and presided over by the chairman of the board of directors. When the chairman is absent, the vice chairman shall convene and preside over it.

Article 26 The chairman of the board of directors shall issue a written notice of the convening meeting __ days before the meeting of the board of directors, indicating the content, time and place of the meeting.

Article 27 If a director is unable to attend a meeting of the board of directors for any reason, he may entrust an agent to attend in writing. If no one is entrusted to attend at that time, it will be abstained.

Article 28 The quorum for attending a board meeting shall be two-thirds of all directors. If not more than two-thirds of the number of people, the resolution passed by it shall be invalid.

Article 29 Each meeting of the board of directors shall be recorded in detail and signed by all the attending directors. When the agent attends, the agent shall sign it. The recorded text is used in both Chinese and Chinese ___ text. The records are archived and stored by the board of directors. No one may alter or destroy it during the period of the joint venture.

Article 30 The following matters shall be unanimously approved by the board of directors.



Article 31 The following matters shall be passed by more than two-thirds of the directors or more than half of the directors of the board of directors.



Chapter V Management Department

Article 32 A joint venture company shall have an operation and management department with departments of production, technology, labor, finance, and administration.

Article 33 A joint venture company shall have one general manager and one deputy general manager ___ persons, which shall be employed by the board of directors. The first general manager is recommended by ___ party, and the deputy general manager is recommended by ___ party.

Article 34 The general manager shall be directly responsible to the board of directors, implement the decisions of the board of directors, and organize and lead the daily production, technology and operation management of the joint venture company. The deputy general manager assists the general manager in his work. When the general manager is absent, the agent exercises the duties of the general manager.

Article 35 The decision on the important issues of the daily work of the joint venture company shall be signed by the general manager and the deputy general manager before it can be effective. The matters requiring joint signing shall be specified by the board of directors.

Article 36 The term of office of the general manager and deputy general manager is ____ years. Can be re-elected after being hired by the board

Article 37 The board of directors, vice chairman and directors who are employed by the board of directors may concurrently serve as the general manager, deputy general manager and other senior staff of the joint venture company.

Article 38 The general manager or deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, and shall not participate in the commercial competition of other economic organizations.

Article 39 The joint venture company shall have one chief engineer, chief accountant and auditor, and shall be employed by the board of directors.

Article 40 The chief engineer, chief accountant and auditor shall be led by the general manager.

The chief accountant is responsible for leading the financial accounting work of the joint venture company, organizing the joint venture company to carry out comprehensive economic accounting and implementing the economic responsibility system.

The auditor is responsible for the internal audit work of the joint venture company, reviewing and auditing the financial revenue and expenditure and accounting accounts of the joint venture company, and submitting reports to the general manager and the board of directors.

Article 41 If the general manager, deputy general manager, chief engineer, chief accountant, auditor and other senior staff request resignation, they shall submit a written report to the board of directors in advance __ days.

If any of the above persons commits malpractice or serious dereliction of duty, they may be dismissed at any time by resolution of the board of directors. If they violate the criminal law, they shall be investigated for legal responsibility.

Chapter VI Financial Accounting

Article 42 The financial accounting of a joint venture company shall be handled in accordance with the provisions of the financial accounting system for Sino-foreign joint ventures formulated by the Ministry of Finance of the People's Republic of China.

Article 43 The fiscal year of the joint venture company shall adopt a calendar year system, which shall be a fiscal year from January 1 to December 31.

Article 44 All vouchers, account books and statements of the joint venture company shall be written in Chinese. If the other party requests, you can add ______ text.

Article 45 A joint venture company adopts RMB as the unit of account, and the conversion of RMB and other currencies is calculated based on the exchange rate announced by the State Administration of Foreign Exchange of the People's Republic of China on the date of actual occurrence.

Article 46 A joint venture company shall open RMB and foreign currency accounts with other banks agreed by Bank of China or Bank of China.

Article 47 A joint venture company adopts the internationally accepted accrual system and the debit and credit accounting method.

Article 48 The following shall be recorded on the financial accounting books of the joint venture company:

1. The amount of cash income and expenditure of the joint venture company;
2. The sale and purchase of all materials of the joint venture company;
3. The registered capital and liabilities of the joint venture company;
4. The time, increase and transfer of the registered capital of the joint venture company.

Article 49 The management department of a joint venture company shall prepare a balance sheet and profit and loss calculation book for the previous fiscal year in the first three months of each fiscal year, and submit it to the board of directors for approval after being audited and signed by the auditor.

Article 50 The parties to the joint venture have the right to hire an auditor at their own expense to inspect the books of the joint venture company. The joint venture company shall provide convenience when checking.

Article 51 A joint venture company shall determine the depreciation period of its fixed assets by the board of directors in accordance with the "Detailed Rules for the Implementation of the Income Tax Law of the Chinese-Foreign Joint Venture Enterprise of the People's Republic of China".

Article 52 All foreign exchange matters of a joint venture company shall be handled in accordance with the Provisional Regulations on Foreign Exchange Administration of the People's Republic of China and relevant regulations and the provisions of the joint venture contract.

Chapter VII Profit Distribution

Article 53 A joint venture company shall, in accordance with the law, withdraw reserve funds, company development funds and employee incentives and welfare funds. The above funds are extracted from the profits of the joint venture company after paying the income tax according to law, and the proportion of the withdrawal is determined by the board of directors.

Article 54 The profits of the joint venture company after paying the income tax according to law and withdrawing the funds shall be distributed according to the proportion of the capital contribution of the parties to the joint venture in the registered capital. Except as otherwise agreed by the board of directors.

Article 55 A joint venture company distributes profits once a year. The profit distribution plan and the amount of profit to be distributed by each party shall be announced within three months after each fiscal year.

Article 56 The profit of the joint venture company shall not be distributed until the previous fiscal year's loss is not remedied. The undistributed profit of the previous accounting year can be incorporated into the profit distribution of the current fiscal year.

Chapter VIII employees

Article 57 The employment, dismissal, resignation, wages, welfare, labor insurance, labor protection, labor discipline and other matters of employees of a joint venture company shall be handled in accordance with the "Labor Regulations of Chinese-Foreign Joint Venture Enterprises of the People's Republic of China" and its implementation measures.

Article 58 A joint venture company recruits employees and is recommended by the local labor department or approved by the local labor department. The joint venture company recruits itself and is selected for employment.

Article 59 A joint venture company shall have the right to warn, record, or reduce wages for employees who violate the rules and regulations of the joint venture company and labor discipline. If the circumstances are serious, they may be dismissed. The employees who dismiss and dispose of them must report to the local labor department for record.

Article 60 The wages and salaries of employees shall be determined by the board of directors according to the relevant provisions of the XX Special Administrative Region and according to the specific circumstances of the joint venture company, and shall be specified in the labor contract.

With the development of production, the improvement of employees' business capabilities and technical standards, the joint venture company should appropriately raise the wages of employees.

Article 61 For the welfare, bonus, labor protection and labor insurance of employees, the joint venture company shall separately stipulate in various systems to ensure that employees are engaged in production and work under normal conditions.

Chapter IX Trade Union Organization

Article 62 The employees of a joint venture company have the right to establish trade union organizations and carry out trade union activities in accordance with the provisions of the Trade Union Law of the People's Republic of China.

Article 63 The trade union of a joint venture company is the representative of the employees. Its mission is to safeguard the vital interests of the employees, to discuss relevant matters with the company, to unite and educate the employees, to do a good job in production, to abide by discipline, and to enforce the labor contract.

Article 64 A trade union of a joint venture company may direct and assist employees to sign a personal labor contract with the joint venture company, or sign a collective labor contract with the company on behalf of the employee, and supervise the execution of the contract.

Article 65 The person in charge of the labor union of the joint venture company shall have the right to attend the board meeting on issues such as wages, rewards and punishments, welfare, labor protection, labor insurance, labor discipline, etc., reflecting the opinions and requirements of the employees.

Article 66 The trade union of a joint venture company participates in the dispute between the mediation employee and the joint venture company.

Article 67 The joint venture company shall pay the labor union funds monthly according to 2% of the total actual wages of the employees of the joint venture company. The labor union funds of the joint venture company shall be used in accordance with the Measures for the Administration of Labor Union Funds formulated by the All-China Federation of Trade Unions.

Chapter 10 Term, Termination, Liquidation

Article 68 The term of the joint venture company shall be ____ years. Calculated from the date of issuance of the business license.

Article 69 If the parties to the joint venture unanimously agree to extend the term of the joint venture, they shall make a resolution at the meeting of the board of directors and submit a written application to the Ministry of Foreign Economic Relations and Trade six months before the end of the joint venture, which may be extended after approval and to the State Administration of Industry and Commerce. The administrative authority handles the change registration procedures.

Article 70 The parties to the joint venture may terminate the joint venture in advance if they agree that the termination of the joint venture is in the best interests of the parties.

The joint venture company terminates the joint venture in advance, and the board of directors is required to hold a plenary meeting to make a decision and submit it to the Ministry of Foreign Trade and Economic Cooperation for approval.

Article 71 A joint venture party has the right to terminate the joint venture in the event of one of the following circumstances.



Article 72 When the joint venture expires or terminates the joint venture in advance, the liquidation committee shall be formed in accordance with the relevant provisions of the Regulations for the Implementation of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures to liquidate the assets of the joint venture company.

Article 73 The task of the liquidation committee is to conduct a comprehensive liquidation of the property, creditor's rights and debts of the joint venture company, prepare a balance sheet and a property catalogue, and formulate a liquidation plan, which shall be submitted to the board of directors for approval.

Article 74 During the liquidation period, the liquidation committee shall sue and respond to the case on behalf of the company.

Article 75 The liquidation expenses and the remuneration of the members of the liquidation committee shall be paid preferentially from the existing assets of the joint venture company.

Article 76 When liquidating, the liquidation committee shall reassess the assets of the joint venture company according to the degree of depreciation of the book and the price at that time.

Article 77 After the liquidation committee has fully settled the debts of the joint venture company, the remaining property shall be distributed according to the proportion of the capital contribution of the parties to the joint venture in the registered capital.

Article 78 After the liquidation is over, the joint venture company shall submit a report to the Ministry of Foreign Economic Relations and Trade, and go through the registration formalities with the State Administration for Industry and Commerce, return the business license, and make an announcement at the same time.

Article 79 After the completion of the joint venture company, its various books shall be stored by the original Chinese joint venturer.

Chapter XI Rules and Regulations

Article 80 The rules and regulations formulated by the joint venture company through the board of directors are as follows:

1. Management system, including the authority and work procedures of the management department;
2. Staff rules;
3. Labor wage system;
4. Staff attendance, upgrade and reward and punishment system;
5. Employee welfare system;
6. Financial system;
7. The liquidation program when the company is dissolved;
8. Other necessary rules and regulations.

Chapter 12 Supplementary Provisions

Article 79 The amendments to the Articles of Association must be unanimously approved by the board of directors and reported to the original examination and approval authority for approval.

Article 80 These articles of association are written in Chinese and __ texts, and both texts are equally authentic. If there is any discrepancy between the above two texts, the Chinese text shall prevail.

Article 81 The Articles of Association shall be subject to the approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. When modifying.

Article 82 The Articles of Association shall be signed by the authorized representatives of Party A and Party B in China ___ Province ____ City on the __ __ __ day.

Party A: ______ Company Party B: ______ Company
Representative ______ stands for ______