Skip to main content

China Company Registration: China Company's Articles of Association

By
Significance of China Company's Articles of Association



China company registry and formation must follow PRC’s Corporation Law.

The 11th article of the corporation law stipulates that the establishment of a company must formulate its Articles of Association in accordance with the law. The articles of association shall be binding on the shareholders, directors, supervisors and senior managers of the company.

This stipulates the validity of the articles of association. It can be seen that the Articles of Association has great significance in the whole operation of the company.

Distinguish Articles of Association from Shareholders Agreement

Company's Articles of Association, to some extent, can be seen as one form of Shareholders Agreement since its publish requires a resolution through the shareholders meeting or the general meeting of shareholders.

The essential difference between Articles of Association and Shareholders Agreement is the modification.

Shareholders Agreement is the contract. If the contract needs to be amended, the parties to the contract must agree that the contract can be modified, otherwise it cannot be amended. But as a kind of organizational structure setting, the modification of Articles of Association just need two-thirds or more of the voting rights. In this sense, the revision of Articles of Association is more relaxed than the modification of Shareholders Agreement, which is the most essential difference between them.

Main Contents Specified in China Company's Articles of Association

First, China company’s business scope

According to article 12 of the Corporation Law, the company's business scope should be prescribed by Articles of Association and registered according to law.

And the business scope of the company is the necessary record of the company's Articles of Association, and it is also a matter that the Articles of Association of the company can be freely agreed upon. In the business scope of the company, as long as it does not involve the contents of franchising, the company may, in principle, engage in any business.

Second, legal liabilities of China company’s legal representative

In accordance with article 13 of the Corporation Law, the articles of association of the company may be free to agree on whether the chairman or the executive director or even the general manager be the legal representative of the company.

Third, the time and frequency of regular meetings of the shareholders' meeting.

Fourth, China company’s chairman, vice-chairmen, the board of directors, the executive director, manager, supervisor or board of supervisors

Fifth, Articles of association stipulates capital contribution of shareholders

Labels:

Comments

Post a Comment

Popular posts from this blog

Company Incorp

By
China WFOE WFOE is the most common and acceptable business structure for major business. The registered capital of a WFOE should be subscribed and contributed solely by foreign investor(s). With a WFOE incorporated in China does not mean you can engage in any kinds of business activities, as is the case in HK and some Western countries. WFOE can only operate under the business scope approved by Chinese authorities. If the WFOE trades, wholesales, retails or franchises, we call it a Trading WFOE; if it manufactures, a manufacturing WFOE. If the WFOE implement consulting and advisory business, it is called a Consulting WFOE. If it provides food and beverage, a F&B WFOE. Joint Venture When two or more parties jointly invested & owns a stake respectively and share profits, operation expenses, risk and control of the company, we call it a Joint Venture (JV). Representative Office Although RO is generally agreed as the easiest entity for foreigners to f...
Post a Comment
Read more

Payroll Service

By
Payroll procedures and regulations vary greatly in each country. We are there to guide you through the different rules and regulations, and to deliver on your behalf a smooth payroll service to all of your international employees.  Salary Payment Transfer net pay electronically to employees' bank accounts Individual income tax calculation:  Deduct and pay individual income tax to designated government agencies for employees Handle individual income tax filings in compliance with government regulations Employing staff in China must obey China’s new labor contract law, which came into effect in the year of 2008 and revised several times later. Business China offers customized and cost-effective payroll management solutions for foreign SMEs or start-ups all over Mainland China. Company Type for payroll services:  WFOE (Wholly Foreign Owned Enterprise) JV (Joint Venture) RO (Representative Office) Checklist for payroll service: Payroll proc...
Post a Comment
Read more

How to Navigate China's Accounting and Bookkeeping

By
Based on PRC Company Law and PRC Accounting Law, each foreign-invested company, such as China Wholly Foreign Owned Enterprise (China WFOE or China WOFE), Joint Venture (JV), Representative Office (RO or Rep Office) all required to do China company’s accounting and bookkeeping on time. When to Apply for Tax Registration for trading companies in china ? Please note it that although China company’s business license, local tax certificate and national tax certificate have been combined into one. China companies should apply for tax registration within one month after the issue of the business license. When to Apply for General VAT Taxpayer or Small-scale VAT Taxpayer? Chinese enterprises shall apply for the general vat taxpayer or small-scale vat taxpayer application within one month from the date of applying for the tax registration. When to Start Filling Taxes? In the month of tax registration and taxpayer application. When to Do Company Annual Renew? Chinese companies should ta...
Post a Comment
Read more