外商独资企业章程中英文版呕心沥血整理版.docx

1、外商独资企业章程中英文版呕心沥血整理版外商独资企业章程（中英文版)Articles of Association for Solely Foreignowned 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 Directo

2、rs 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 Sup

3、plementary Provisions Chapter 1 General Provisions Article 1 In accordance with Law of the Peoples Republic of China on ForeignCapital Enterprises and other relevant Chinese laws and regulations, _Company _Country intends to set up _ Co。 Ltd. (hereinafter referred to as the Company）, an exclusively

4、foreign-owned enterprise, in Najing Pukou Economic Development Zone of the Jiangsu Province。 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_。

5、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 lim

6、ited 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 wit

7、h the stipulations of the Chinese laws， decrees and relevant regulations and shall not damage the public interests of China。 Chapter 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

8、 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

9、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 product

10、s 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 contri

11、bute 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 inst

12、allment 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 curren

13、t numeraire exchange rate of the Peoples 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

14、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 orig

15、inal examination and approval authority and the administrative department of industry and commerce。 Article 14 The readjustment of registered capital or total investment amount shall， after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval auth

16、ority for approval and go through alteration formalities with the administrative department of industry and commerce。 Chapter 4 Board of Directors Article 15 The Company shall set up the Board of Directors， which shall be the highest authority of the Company。 It shall decide on all major issues conc

17、erning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors。 Article 16 The Board of Directors is composed of _directors， with one chairperson and _ vice-chairpersons. The members of the Board shall be appointed

18、 by the investing party。 The term of office for the directors， chairperson and vicechairpersons is four years， and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it o

19、n file with the administrative department of industry and commerce。 Article 17 The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other direc

20、tor to exercise rights and fulfill obligations. Article 18 The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board。 The chairperson may convene an interim meeting based on a proposal made by more than one thi

21、rd of the total number of directors。 Article 19 The Board meeting （including interim meeting) shall not be held without the attendance of more than two thirds of directors。 Each director has one vote. Article 20 In case a director cannot attend the Board meeting， he/she should issue a letter of atto

22、rney entrusting other person to attend the Board meeting and vote on his/her behalf。 Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right。 Article 21 Unanimous approval of all the directors present to the Board meet

23、ing shall be required for any decisions concerning the following issues: 1. modification of the Articles of Association of the Company； 2. termination or dissolution of the Company; 3。 readjustment of registered capital of the Company； 4。 split of the Company or merger with other economic organizati

24、ons. 5. issues which， according to the Board of Directors， must be unanimously passed by all directors。 Other issues can be passed by the decisions of simple majority。 Article 22 Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting。 The me

25、eting minutes shall be put on file of the Company for future reference. Chapter 5 Business Management Office Article 23 The Company exercises general manager responsibility system under the leadership of the Board of Directors, with _ general managers and _ deputy general managers to be engaged by t

26、he Board of Directors。 Article 24 The general manager is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company。 The deputy general managers shall assist the general manager in his/her work。 T

27、he terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors. Article 25 Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by

28、the general manager and deputy general managers and be responsible to them。 Article 26 The general manager， the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies。 In cas

29、e of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers， they can be dismissed at any time upon the decision of the Board meeting。 Article 27 The departments of the Company and the setup of department structure shall be planned by the general ma

30、nager and deputy general managers through consultation and shall be determined by the Board of Directors. Other subdepartments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation. Article 28 In case of

31、malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time. Chapter 6 Taxation， Finance and Foreign Exchange Management Article 29 The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation. Article 30 Staff members and workers of the Company shall pay individual income tax