[Boutique] Shareholders Agreement Template
Partner: A, male, × year × month × day was born, current address: × city × street × number
Partner: B, the content is the same as above
The partnership is based on the principles of fairness, equality and mutual benefit as follows:
Article 1 Party A and Party B shall voluntarily operate X××, with a total investment of ×10,000 yuan, A contribution of 10,000 yuan, and B contribution of 10,000 yuan, each accounting for x% and ×% of the total investment.
Article 2 This partnership forms a partnership enterprise according to law, and A is responsible for handling industrial and commercial registration.
Article 3 The term of operation of this partnership enterprise is ten years. If you need to extend the time limit, go through the relevant procedures six months before the expiration.
Article 4 The partners shall jointly operate and work together to share risks and jointly bear profits and losses.
Corporate earnings are allocated according to their respective investment ratios.
Corporate debt is borne by the proportion of each investment. After either party repays the debt externally, the other party shall pay off the part of the burden to the other party within 10 days.
Article 5 Others may enter the company, but only with the consent of both parties, and handle the procedures for increasing the amount of capital contributions and enter into supplementary agreements. The Supplementary Agreement has the same effect as this Agreement.
Article 6 The following matters occurred and the partnership was terminated:
The partnership expires;
The partners agree to agree;
The business of the partnership has been completed or cannot be completed;
Other legally prescribed circumstances.
Article 7 The parties may supplement the provisions of this Agreement, and the Supplementary Agreement shall have the same effect as this Agreement.
Article 8 This Agreement shall be in the form of one copy and one copy of each partner. This Agreement shall enter into force on the date of signature by the Partner.
Partner: ×××
Partner: ×××
×年×月×日
2. Description
An individual partnership refers to a voluntary association in which two or more citizens, in accordance with the agreement, provide funds, in kind, technology, etc., jointly operate, work together, share risks, and jointly assume profits and losses. The legal characteristics are: 1 the partnership must have two or more citizens; 2 the partnership is an economic unit united by a partnership contract; 3 the partners must jointly fund, jointly operate, work together, share risks; 4 partnership property All partners have a joint responsibility, and the partners are jointly and severally liable for the partnership debt. Individual partnerships should sign a partnership agreement. A partnership agreement is an agreement that clarifies the relationship of rights and obligations between partners. The General Principles of the Civil Law stipulates that a partner shall conclude a written agreement on the amount of capital contribution, surplus distribution, debt commitment, occupation, withdrawal, and termination of partnership. If the parties have not entered into a written agreement, but have the conditions for partnership, and more than two non-interested persons have proved that there is an oral agreement, the people's court may determine that they have a partnership. The issues that should be noted when signing a partnership agreement are:
Individual partnerships can be typed, approved and registered in accordance with the law, and engaged in operations within the scope of business approved for registration. The partner shall conclude a written agreement on the amount of the capital contribution, the distribution of the surplus, the debt commitment, the occupation, the withdrawal of the partnership, and the termination of the partnership. The rights of the partners are: (1) the management, decision and supervision of the partnership. The business activities of the partnership are jointly decided by the partners. Each person has the right to vote regardless of the amount of capital contribution; 2 the partner has the right to distribute the interests of the partnership; The partner's distribution of the partnership interest shall be based on the proportion of the capital contribution or the contract, and the property accumulated by the partnership shall be owned by the partners; 4 the partner shall have the right to withdraw from the partnership. The partners' obligations are as follows: (1) to maintain the unity of the partnership property in accordance with the partnership agreement; 2 to share the operating loss and debt of the partnership; 3 to assume joint liability for the partnership debt.
The business activities of individual partnerships are jointly determined by the partners, and the partners have the right to execute or supervise. The partner can recommend the person in charge. The business activities of the person in charge of the partnership and other personnel shall be subject to civil liability by all partners. The debts of the partnership shall be borne by the partners in accordance with the proportion of the capital contribution or the agreement. The partners bear joint and several liability for the debts of the partnership, unless otherwise stipulated by law. A partner who repays a partnership debt that exceeds the amount he or she should bear is entitled to recover from other partners.
Part 2: Model Shareholders AgreementParty A: , ID number:
Party B: , ID number:
Party C: , ID number:
Ding Fang:, ID number:
Chapter I General Provisions
Article 1 In order to meet the needs of establishing a modern enterprise system, the legal rights and mutual obligations of the shareholders of the company shall be clarified. This Agreement shall be formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China and other laws and regulations.
The second company name is: . The company is a corporate legal person. The shareholder is responsible for the company within the limits of its capital contribution. The company is responsible for the company's debt with all its assets.
Article 3 The place of residence of the company is:
Chapter II Purpose and Business Scope
Article 4: The company's tenet: Give full play to the advantages of the company, face the domestic and international markets, actively carry out diversified operations, and strive to maximize the optimal operating performance and profit, and provide a favorable return for all shareholders.
Article 5 Business scope of the company:
Chapter III Registered Capital, Shareholders' Contribution Methods and Proportion
Article 6 The registered capital of the company is: RMB 500,000.
Article 7 The parties agree to agree on the proportion of capital contribution and the mode of capital contribution:
Party A%, the capital contribution method is RMB 10,000 yuan;
Party B%, the capital contribution method is RMB 10,000 yuan;
Party C%, the capital contribution method is RMB 10,000 yuan;
Ding Fang%, the capital contribution method is RMB 10,000.
Chapter IV Rights and Obligations of Shareholders
Article 8 Within the day after the signing of this Agreement, all shareholders shall, in accordance with the agreement, go through the procedures for the payment of the capital contribution, and deposit the full amount of the money into the account opened by the company in the bank. After the completion of the formalities, the assets and contributions of the shares will be owned by the company.
If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, it shall, in addition to paying the full amount to the company, also bear the liability for breach of contract to the shareholders who have paid the capital in full and on time.
Article 9 Shareholders have the following rights:
Participate in the shareholders' meeting and enjoy voting rights according to its share of capital contribution;
Understand the company's operating conditions and financial status;
Elected and elected as board members and supervisors;
Dividends according to the proportion of capital contribution;
Priority to purchase the registered capital added by the company or the shares transferred by other shareholders according to law;
After the company terminates or liquidates, the company's remaining assets are legally obtained;
Have the right to inspect the minutes of the shareholders' meeting, copy the company's articles of association, resolutions of the board meeting, resolutions of the board of supervisors and financial accounting reports;
The rights enjoyed by other laws and regulations;
Article 10 Shareholders undertake the following obligations:
Comply with the company's articles of association and abide by the law;
Pay the subscribed capital on schedule;
Responsible for the company's debt according to the amount of capital contribution it has subscribed to;
After the company's registration procedures are established in accordance with the law, shareholders may not withdraw their investment;
Do not engage in or engage in any activity that harms the company’s interests:
Do not interfere with the normal business activities of the company without lawful reasons;
Keep company secrets.
Other obligations under the Companies Act
Chapter V Shareholders' Meeting
Article 11 The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:
Determine the company's business policy and investment plan;
Elect and replace directors and decide on the remuneration of directors;
Elect and replace the supervisors who are represented by the shareholders, and decide the remuneration of the supervisors;
Review and approve the report of the board of directors;
Review and approve the report of the supervisor;
Review and approve the company's annual financial budget plan and final settlement plan;
Review and approve the company's profit distribution plan and make up the loss plan;
Make a decision on the company to increase or decrease the registered capital;
Resolving a shareholder's transfer of capital contribution to a person other than the shareholder;
Make resolutions on mergers, divisions, changes in business scope, and liquidation;
Amend the company charter.
Article 12 The first meeting of the shareholders' meeting shall be convened and presided over by Party A.
Article 13 The shareholders' meeting shall be exercised by the shareholders in accordance with the proportion of capital contribution, and each yuan shall be one voting right.
The increase or decrease of registered capital, division, merger, dissolution, liquidation, change of company form, modification of the articles of association, and external guarantees of the company shall be approved by the shareholders who have more than two-thirds of the voting rights;
For general affairs other than those listed above, more than half of the voting rights were passed.
Article 14: Meetings of shareholders' meetings are divided into regular meetings and ad hoc meetings.
Regular meetings are held on time in accordance with the provisions of this Agreement.
An ad hoc meeting may be convened by more than one-third of the shareholders or more than one-third of the shareholders representing more than one-tenth of the voting rights. However, all shareholders shall be notified before the meeting date, and regular meetings shall be held once every six months. Shareholders attending the shareholders' meeting may also entrust others to participate in writing and exercise the rights stated in the power of attorney.
If a shareholder does not participate in the shareholders' meeting and does not entrust others to participate in the case after notification, it shall be deemed to have automatically abstained from voting.
If there is a malicious or obvious intention to not notify some shareholders and convene a shareholder meeting, causing some shareholders to fail to participate in the shareholders' meeting, the resolution made by the shareholder meeting is invalid, and the matter to be discussed shall be re-voted.
Article 15 The shareholders' meeting shall make a written resolution on the matters discussed, and the shareholders attending the meeting shall sign the resolution. Meeting minutes and written resolutions should be kept in a safe place.
Part 3: Model Shareholders Agreement1. The name of the limited liability company applied for establishment is proposed as “__________ Co., Ltd.” and there are several alternative names with different font sizes. The company name is subject to the approval of the company registration authority.
Second, the company mainly operates __________ industry. The company's residence is planned to be located in the _________ district ______ district ______ road _______ ______ floor.
Third, the company's shareholders a total of _______, of which ___ natural persons, ______ corporate legal persons, _______ social group legal persons, ________ business legal persons, _______ national authorized departments. They are:
____________, now living ________, the ID number is ____________.
________ company, residence ________, corporate legal person business license number is __________.
_________ Learn to live in _____________.
The group legal person number is __________________.
______________ Institute, residence __________, approval number _________.
4. The registered capital of the company is RMB _______ million. The capital contribution and contribution methods of each shareholder are:
_________ contributed ________ million yuan, of which ________ million was contributed by currency.
_________ contributed ________ million yuan, of which ________ million was contributed by currency.
5. After the company name is pre-approved and registered, the company's temporary account should be opened to the bank within ______ days. If the shareholders contribute capital in the currency, they shall deposit the full amount of the money into the company's temporary account within ___ days after the company's temporary account is opened.
6. In the case of investment in kind, the appraisal institution with the qualification of enterprise legal person shall evaluate the price, and within _________ days after the verification of the registered capital of the company, handle the transfer of the property right according to law, and submit it to the company registration authority when applying for the establishment of the company. Relevant proof.
7. If the shareholders fail to pay the subscribed capital contributions in accordance with the agreement, they shall be liable for breach of contract to the shareholders who have paid the full amount of the capital contribution, and the means of acceptance shall be _________.
8. The shareholder shall be liable to the company within the limits of its capital contribution, and the company shall be liable for the debts of the company with all its assets.
IX. All shareholders agree to designate ________ as the representative or co-authorized agent as the applicant, and apply to the company registration authority for pre-approval registration and establishment registration of the company name. The applicant shall guarantee the authenticity, validity and legality of the files and certificates submitted to the company registration authority and assume responsibility.
X. If the application for the establishment of the company fails to reflect the original intention of the shareholders due to various reasons, the application for the establishment of the company may be stopped by the unanimous consent of all shareholders, and the expenses incurred shall be borne by the shareholders in accordance with the __________ method. Signature and seal of shareholders:
Signing the agreement location:
Signing the agreement time:
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