外商独资企业章程(英文)
时间：2008-12-29 09:23:34 来源：上海注册公司网
Articles of Association for Solely Foreign-owned Enterprises
(With Board of Directors)
Chapter 1 General Provisions
Chapter 2 Objectives， Scope and Scale of Production and Business
Chapter 3 Total Investment Amount and the Registered Capital
Chapter 4 Board of Directors
Chapter 5 Business Management Office
Chapter 6 Taxation, Finance and Foreign Exchange Management
Chapter 7 Distribution of Profits
Chapter 8 Labor Management
Chapter 9 Trade Union
Chapter 10 Insurance
Chapter 11 Duration, Dissolution and Liquidation
Chapter 12 Rules and Regulations
Chapter 13 Supplementary Provisions
Chapter 1 General Provisions
Article 1
In accordance with Law of the People’s Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in Tianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2
The name of the Company in Chinese is ____________________.
The name of the Company in English is _____________________.
The legal address of the Company is at_______________________.
Article 3
The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.
The legal name of the investing party is _____________________________________;
Its legal address is _____________________________________________________;
Its legal representative: Name _________; Nationality __________; Position ___________.
Article 4
The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets.
Article 5
The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.
hapter 2 Objectives， Scope and Scale of Production and Business
Article 6
The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.
Article 7
The business scope of the Company is _______________________________________.
Article 8
The production scale of the Company after being put into operation is _____________.
Article 9
The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.
Chapter 3 Total Investment Amount and the Registered Capital
Article 10
The amount of total investment of the Company is ______________; the registered capital is ______________.
Article 11
The contribution methods of the Company are,
cash _____________________;
kind equivalent of ___________.
Article 12
The investing party shall contribute the registered capital with the following method: (Note: choose one of them)
1. Paying off all the capital within six months upon the issuance of business license.
2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)
The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.
The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.
Article 13
Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.
(With Board of Directors)
Chapter 1 General Provisions
Chapter 2 Objectives， Scope and Scale of Production and Business
Chapter 3 Total Investment Amount and the Registered Capital
Chapter 4 Board of Directors
Chapter 5 Business Management Office
Chapter 6 Taxation, Finance and Foreign Exchange Management
Chapter 7 Distribution of Profits
Chapter 8 Labor Management
Chapter 9 Trade Union
Chapter 10 Insurance
Chapter 11 Duration, Dissolution and Liquidation
Chapter 12 Rules and Regulations
Chapter 13 Supplementary Provisions
Chapter 1 General Provisions
Article 1
In accordance with Law of the People’s Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in Tianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2
The name of the Company in Chinese is ____________________.
The name of the Company in English is _____________________.
The legal address of the Company is at_______________________.
Article 3
The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.
The legal name of the investing party is _____________________________________;
Its legal address is _____________________________________________________;
Its legal representative: Name _________; Nationality __________; Position ___________.
Article 4
The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets.
Article 5
The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.
hapter 2 Objectives， Scope and Scale of Production and Business
Article 6
The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.
Article 7
The business scope of the Company is _______________________________________.
Article 8
The production scale of the Company after being put into operation is _____________.
Article 9
The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.
Chapter 3 Total Investment Amount and the Registered Capital
Article 10
The amount of total investment of the Company is ______________; the registered capital is ______________.
Article 11
The contribution methods of the Company are,
cash _____________________;
kind equivalent of ___________.
Article 12
The investing party shall contribute the registered capital with the following method: (Note: choose one of them)
1. Paying off all the capital within six months upon the issuance of business license.
2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)
The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.
The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.
Article 13
Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.