Questions about the Articles of Association Reasons for making the Articles of Association

The local industrial and commercial bureau has a detailed explanation that the company law has clear provisions.

What are the reasons for the establishment of the Articles of Association? The articles of association are specific rules about the organization and behavior of the company, and it is necessary to have the articles of association for the establishment of a company or the continued existence of the company, which is one of the necessary conditions. Therefore, the main reasons for formulating the articles of association are:

1.The company is composed of the capital of the investor, and the number of shareholders of some companies is still very large, and the shareholders need to have a common agreement on the company's organization and behavior, that is, to form a common will, which is embodied in the formulation of written articles of association.

2.The organization and behavior of the company must first comply with the statutory rules, but each company has its own actual situation, and it is difficult for the law to include these specific circumstances, so the company is allowed to formulate some rules by itself, which is to formulate the articles of association, of course, the articles of association of the company cannot violate the law, that is, the rules set by the company must obey the statutory rules and are a supplement to the statutory rules.

3.The company is to have a relationship with the society, and it needs to state the purpose of the company to the outside world, indicating the basic situation, including the company's form of responsibility, business purpose, capital composition, organizational system, important management system, etc., and it is appropriate to formulate the company's articles of association and then announce it, because the company's articles of association are a kind of document with legal effect.

4.After the articles of association of the company are submitted to the company registration authority, the company that has been approved for registration will have a basis for supervision, which is conducive to the standardization of the company.

The articles of association of a company are an instrument formulated in accordance with the law, and after they are enacted, they become binding in accordance with the provisions of the Company Law to the following extent:

The first is that it is binding on the company, because the articles of association of the company are specific rules formulated in accordance with the law to regulate the organization and behavior of the company, and the company should abide by it.

The second is that it is binding on the shareholders of the company, because the articles of association of the company are the common agreement of the shareholders of the company, and even if the articles of association of the company are formulated to join the company, it is also subject to the recognition of the articles of association; The transfer of shares by the original shareholders and withdrawal from the company does not affect the validity of the articles of association.

The third is to be binding on the directors, supervisors and managers of the company, because the responsible persons of these companies are entrusted, selected and hired to manage and operate the company, and are obliged to abide by the rules formulated by the company, including their own behavior and their performance of duties, they should be bound by the articles of association of the company.

The articles of association of the company need to pay attention to the provisions of the articles of association and cannot conflict with the mandatory provisions of the law. According to the relevant laws and regulations, the articles of association of the company are binding on the company, shareholders, directors, supervisors and senior management.

Article 25 of the Company Law The articles of association of a limited liability company shall specify the following matters: (1) the name and domicile of the company; (2) The company's business scope; (3) The registered capital of the company; (4) the name or title of the shareholder; (5) The method of capital contribution, the amount of capital contribution and the time of capital contribution of shareholders; (6) The company's organization and its formation methods, powers, and rules of procedure; (7) The legal representative of the company; (8) Other matters that the shareholders' meeting deems necessary to stipulate. Shareholders shall sign and seal the articles of association.

The articles of association refer to the basic documents formulated by the company in accordance with the law to stipulate the company's name, domicile, business scope, operation management system and other major matters, and are also the necessary written documents of the company to stipulate the basic rules of the company's organization and activities. The incorporation process of a company begins with the formation of the articles of association and ends with the registration of incorporation. China's "Company Law" clearly stipulates that the establishment of the articles of association is one of the conditions for the establishment of a company.

The examination and approval authority and the registration authority shall review the articles of association of the company to decide whether to grant approval or registration. A company does not have articles of association, cannot be approved, and cannot be registered. The articles of association of the company are the unanimous expression of the intention of the shareholders, and they are the charter of the company, which clearly states the basic principles of the company's organization and activities.

The articles of association of the company have the basic characteristics of legality, authenticity, autonomy and openness. The articles of association, like the Companies Act, share the responsibility for regulating the activities of the company. As the basic principle of the company's organization and behavior, the company's articles of association are of great significance to the establishment and operation of the company.

Therefore, all shareholders should formulate the articles of association in line with the company's development in detail, and whether the company's articles of association are perfect or not determines whether the company's future development is smoother.

[Legal basis].

Article 11 of the Company Law of the People's Republic of China stipulates that the articles of association of the company must be formulated in accordance with the law to establish a company. The articles of association of the company are binding on the company, shareholders, directors, supervisors and senior management. Article 12 of the Company Law of the People's Republic of China stipulates that the business scope of a company shall be stipulated in the articles of association of the company and shall be registered in accordance with the law.

The company may amend its articles of association and change its business scope, but it shall go through the registration of the change. The company's business scope is subject to approval in accordance with laws and administrative regulations, and shall be approved in accordance with the law.