中外合资经营企业公司章程(英文版)

Articles of Association for Joint Ventures Using Chinese and Foreign InvestmentChapter 1 General ProvisionsArticle 1In accordance with the "Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment" and the contract signed by _____________company (hereinafter referred to Party A) and ___________________company (hereinafter referred to Party B) on the articles of association hereby is formulated.Article 2The name of the joint venture company shall be _____Limited Liability Company.It's name in foreign language is __________.The legal address of the joint venture company is at __________.Article 3The names and legal addresses of the parties to the joint venture are as follows:Party A: ___________________________________________.Legal address:Party B: ___________________________________________.Legal address:Article 4The joint venture company is a limited liability company.Article 5The joint venture company has the status of a legal person in China and is subject to the jurisdiction and protection of China's laws concerned. All its activities shall be governed by Chinese laws, decrees and other pertinent rules and regulations.Chapter 2 Purpose , Scope of Business and Scale of Production Article 6The purpose of the joint venture company is to produce and sell ______products and to reach higher level on the principle of equality for obtaining satisfactory economic benefits for the parties to the joint venture company..Article 7The business scope of the joint venture company is to design, manufacture and sell products and provide after-sale service.Article 8The scale of production of the joint venture company is as follows:Yearly production:Ground space:Staff and workers:Article 9The joint venture company may sell its products on the Chinese domestic market and on the international market, its selling proportion is as follows:__________% for export , __________% for the domestic market.Chapter 3 The Total Amount of Investment and the Registered Capital Article 10The total amount of investment of the joint venture company is USD______. Its registered capital is USD_____________.Article 11The investment contributed by each party is as follows:Party A: Investment subscribed is USD ________ ,accounts for ________% of the registered capital.Party B: Investment subscribed is USD ____________, accounts for _________% of the registered capital.Article 12The parties to the joint venture shall pay in all the investment subscribed according to the time limit stipulated in the contract.Article 13After the investment is paid by the parties to the joint venture , a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate of verification. According to this certificate, the joint venture shall issue an investment certificate which includes the following items: name of the joint venture ; date of the establishment of the joint venture; names of the parties and the investment contributed; date of the contribution of the investment, and the date of issuance of the investment certificate.Article 14Within the term of the joint venture, the joint venture company shall not reduceits registered capital.Article 15Any increase of the registered capital of the joint venture company shall be approvedby the board of directors and submitted to the original examination and approval authority for approval.Article 16Should one party assign all or part of its investment subscribed, consent shall be obtained from the other party of the joint venture. When one party assigns its investment, the other party has preemptive right.Article 17Chapter 4 The Board of DirectorsArticle 18The joint venture shall establish the board of directors which is the highest authority of the joint venture company.Article 19The board of directors shall decide all major issues concerning the joint venture company . Its functions and powers are as follows:---deciding and approving the important reports submitted by the general manager (for instance: production plan, annual business report, funds, loans, loans, etc);--- approving annual financial report, budget of receipts and expenditures, distribution plan of annual profits;--- adopting major rules and regulations of the company;--- deciding to set up branches;--- amending the articles of association of the company;--- discussing and deciding the termination of production, termination of the company or merging with another economic organization;--- deciding the engagement of high-rank officials such as the general manager, chief engineer, treasurer, auditor etc;--- being in charge of expiration of the company and the liquidation matters upon the expiration of the joint venture company;--- other major issues which shall be decided by the board of directors.The board of directors shall consist of ________directors, of which ______ Shall be appointed by Party A and ___________by Party B. The term of office for the directors is four years and may be renewed.Article 21Chairman of the board shall be appointed by Party ______ and vice chairman of the board by Party _______. Their term of office is four years.Article 22When appointing and replacing directors, a written notice shall be submitted to the board.Article 23The board of directors shall convene _______ meeting(s) every year. An interim meeting of the board of directors may be held based on a proposal made by more than one third of the total number of directors.Article 24The board meeting will be held in principle on the location of the company. Article 25The board meeting shall be called and presided by the chairman. Should the chairman be absent, the vice chairman shall call and preside over the board meeting.Article 26The chairman shall give each director a written notice 30 days before the date of the board meeting. The notice shall cover the agenda, time and place of the meeting.Article 27Should the directors be unable to attend the board meeting , he may present a proxy in written form to the board. In case the director neither attends nor entrusts others to attend the meeting, he will be regarded as abstention. Article 28The board meeting requires a quorum of over two-thirds of the total number of directors. When the quorum is less than two-thirds, the decisions adopted by the board meeting are invalid.Detailed written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy. The record shall be made in Chinese and shall be filed with the company.Article 30The following issue shall be unanimously agreed upon by the board of directors:Article 31The following issues shall be passed by over two-thirds of the total number of directors or by over half of the total number.Chapter 5 Business Management OrganizationArticle 32The joint venture company shall establish a management organization. It consists of production, technology, marketing, finance and administration office etc.Article 33The joint venture company shall have one general manager and _____ deputy general manager(s) who are engaged by the board of directors.Article 34The general manager is directly responsible to the board of directors. He shall carry out the decisions of the board of directors, organize and conduct the daily production, technology and operation and managers. The deputy general managers shall assist the general manager in his work and act as the agent of the general manager during his absence and exercise the function of the general manager.Article 35Decision on the major issues concerning the daily work of the joint venture company shall be signed jointly by the general manager and deputy general managers, then the decisions shall come into effect. Issues which need co-signatures shall be specifically stipulated by the board of directors.Article 36The term of office for the general manager and deputy general manager shallbe four years, and may be renewed by the invitation of the board of directors. Article 37At the invitation of the board of directors, the chairman, vice-chairman or directors of the board may concurrently be the general manager, deputy general managers or other high-ranking personnel of the joint venture company.Article 38Article 39The general manager or deputy general managers shall not hold posts concurrently as general manager or deputy general managers of other economic organizations in commercial competition with their own joint venture company.In case any of the managers conduct graft or serious dereliction of duty, they may be dismissed at any time upon the decision of the board. Those who violate the criminal law shall be under criminal sanction.Chapter 6 Finance and AccountingArticle 40The finance and accounting of the joint venture company shall be handled in accordance with the "Stipulations of the Finance and Accounting System of the Joint Ventures. Using Chinese and Foreign Investment " formulated by the Ministry of Finance of the People's Republic of China.Article 41The fiscal years of the joint venture company shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregorian calendar.Article 42All vouchers account books, statistic statements and reports of the joint venture company shall be written in Chinese.Article 43The joint venture company adopts RMB as its accounts keeping unit. The conversion of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the state Administration of Exchange Control of the People's Republic of ChinaArticle 44The joint venture company shall open accounts in RMB and foreign currency with the Bank of China or other banks agreed by the People's Bank of China. Article 45The accounting of the joint venture company shall adopt the internationally use accrual basis and debit and credit accounting system in their work.Article 46The following items shall be covered in the financial accounts books:1. The amount of overall cash receipts and expense of the joint venture company;2. All material purchasing and selling of the joint venture company;3. The time of payment, increase and assignment of the registered capital of the joint venture company.Article 47The joint venture company shall work out the statement of assets and liabilities and losses and gains accounts of the past year in the first three months of each fiscal year, and submit to the board meeting for approval after examined and signed by the auditor.Article 48Parties to the joint venture have the right to invite an auditor to undertake annual financial check and examination at his own expense. The joint venture company shallprovide convenience for the checking and examination.Article 49The depreciation period for the fixed assets of the joint venture company shall be decided by the board of directors in accordance with the "Rules for the Implementation of the Income Tax Law of the People's Republic of China Concerning Joint Ventures with Chinese and Foreign Investment".Article 50All matters concerning foreign exchange shall be handled in accordance with the "Provisional Regulations for Exchange Control of the People's Republic of China", and other pertaining regulations as well as the stipulations of the joint venture contract.Chapter 7 Profits SharingArticle 51The joint venture company shall draw reserve funds, expansion funds and bonuses welfare funds for staff and workers after payment of taxes. The proportion of allocation is decided by the board of directors.Article 52After paying the taxes in accordance with law and drawing the various funds, the remaining profits will be distributed according to the proportion of each party's investment in the registered capital.Article 53The joint venture company shall distribute its profits. The profit distribution plan andthe amount of profit distributed to each party shall be published within the first three months following each fiscal year.Article 54The joint venture company shall distribute profits unless the losses of previous fiscal year have been made up. Remaining profit from previous years can be distributed together with that of the current year.Chapter 8 Staff and WorkersArticle 55The employment, recruitment, dismissal and resignation of the staff and workers of the joint venture company and their salary, welfare benefits, labor insurance, labor discipline and other matters shall be handled according to the "Regulations of the People's Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment" and its implementation rules.Article 56The required staff and workers to be recruited by the joint venture company will be recommended by the local labor department or the joint venture will do so through public selection examinations and employ those who are qualified with the consent of the labor department.Article 57The joint venture company has the right to take disciplinary actions, record a demerit and reduce salary against those staff members and workers who violate the rules and regulations of the joint venture company and labor disciplines. Those with serious cases may be dismissed. Discharging of workers shall be filed with the labor and personnel department in the locality. Article 58The salary treatment of the staff and workers shall be set by the board of directors according to the specific situation of the joint venture, with reference to pertaining stipulation of China, and shall be specified in detail in the labor contract.The salary of the staff and workers shall be increased correspondingly with the development of production and the raising of the ability and technology of the staff and workers.Article 59Matters concerning the welfare funds, bonuses, labor protection and labor insuranceetc. Shall be stipulated respectively in various rules by the joint venture company, to ensure that the staff and workers go in for production and work under normal conditions.Chapter 9 The Trade Union OrganizationArticle 60The staff and workers of the joint venture company have the right to establish trade union organization and carry out activities in accordance with the stipulations of the "Trade Union Law of the People's Republic of China". Article 61The trade union in the joint venture company is representative of the interest of the staff and workers. The tasks of the trade union are: to protect the democratic rights and material interest of the staff and workers pursuant to the law; to assist the joint venture company to arrange and make rational use of welfare funds and bonuses; to organize political , professional, scientific and technical studies, carry out literary, art and sports activities; and to educate staff and workers to observes labor discipline and strive to fulfil the economic tasks of the joint venture company.Article 62The trade union of the joint venture company will sign labor contracts with the joint venture company on behalf of the staff and workers, and supervise the implementation of the contracts.Article 63Persons in charge of the trade union of the joint venture company has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plan, production and operational activities of joint venture.Article 64The joint venture company shall allot an amount of money totaling 2% of the salaries of the staff and workers of the joint venture company as trade union's funds, which shall be used by the trade union in accordance with the "Managerial Rules for the Trade Union Funds" formulated by the All China Federation of Trade Unions.Chapter 10 Duration, Termination and LiquidationArticle 65The duration of the joint venture company shall be______ years, beginning from theday when business license is issued.Article 66An application for the extension of duration shall, proposed by both parties and approved at the board meeting, be submitted to the original examination and approval authority six months prior to the expiry date of the joint venture. Only upon the approval may the duration be extended, and the joint venture company shall go through registration formalities for the alteration at the original registration office.Article 67The joint venture may be terminated before its expiration in case the parties to the joint venture agree unanimously that the termination of the joint venture is for the best interests of the parties.To terminate the joint venture before the term expires shall be decided by the board of directors through a plenary meeting, and it shall be submitted to the original examination and approval authority for approval.Article 68Either party shall have the right to terminate the joint venture in case one of the following situations occurs:Article 69Upon the expiration or termination or termination of the joint venture before its term ends, the board of directors shall work out procedures and principles for the liquidation, nominate candidates for the liquidation committee, and set up the liquidation committee for liquidating the joint venture company's assets. Article 70The tasks of the liquidation committee are: to conduct through check of the property of the joint venture company, its claim and indebtedness; to work out the statement of assets and liabilities and list of property; to formulate a liquidation plan. All these shall be carried out upon the approval of the board of directors.Article 71During the process of liquidation, the liquidation committee shall represent the company to sue and be sued.Article 72The liquidation expenses and remuneration to the members of the liquidation committee shall be paid in priority from the existing assets of the joint venture company.Article 73The remaining proper after the clearance of debts of the joint venture company shall be distributed among the parties to the joint venture according to the proportion of each party's investment in the registered capital.Article 74On completion of the liquidation, the joint venture company shall submit a liquidation report to the original examination and approval authority, go through the formalities for nullifying its registration in the original registration office and hand in its business license, and, at the same time, make an announcement to the public.Article 75After winding up of the joint venture company, its account books shall be left inthe care of the Chinese participant.Chapter 11 Rules and RegulationsArticle 76Following are the rules and regulation formulated by the board of directors of the joint venture company,1. Management regulations, including the powers and functions of the managerial branches and its working rules and procedures;2. Rules for the staff and workers;3. Systems of labour and salary;4. System of work attendance record, promotion and awards and penalty for staff members and workers;5. Details rules of staff and worker's welfare;6. Financial system;7. Liquidation procedures upon the dissolution the joint venture company;8. Other necessary rules and regulations.Chapter 12 Supplementary ArticleArticle 77The amendments to the Article of Association shall be unanimously agreed and decide by the board of directors and submitted to the original examination and approval authority for approval.For Party A For Party B(signature) (signature)。

外商投资企业章程范本（英文）外商投资企业章程范本（英文）下面是小编给大家整理收集的关于外商投资企业章程范本(英文)，供大家阅读与参考。

外商投资企业章程范本(英文)CHAPTER 1 GENERAL PROVISIONSArticle 1In accordance with the Company Law of the People's Republic of China, Law of thePeople's Republic of China on Wholly Foreign-Owned Enterprises and other relevant Chinese laws and regulations，THE ABC LIMITED have decided to establish BEIJING ABC CO.LTD(hereinafter referred as “Company”), these Articles of Associatio n are hereby formulated by the Investor.Article 2Investor:ABC LIMITEDCertificate no.:Legal address:C.P.: 511430Article 3Name of the Company: BEIJING ABC CO.LTDLegal Address: _Article 4The Company shall be a limited liability company. The liability of each Party with respect to the Company shall be limited to its respective capital contributions to the registered capital of the Company.Article 5The Company shall be a legal person under the laws of China. The activities of the Company shall be governed and protected by the relevant published laws, regulations, measures and rules of China and other applicable laws, and the interests of the Company and the Parties shall be protected by Chinese law. The Company is a self-financed and independent accounting economic entity and has the right to make its own decisions of the operation and management free from interference within the approved business scope.CHAPTER 2 PURPOSE, SCOPE OF BUSINESS, SCALE OF THE COMPANYArticle 6The purpose of the Company: With the nice wishes of strengthening economic cooperation and technological exchanges and the desire of the application of advanced technology and scientific management of the economy, the purpose of the company is to enhance economic efficiency, to make the shareholder be satisfied with the Company.Article 7The scope of business of the Company will be:(If any of the foregoing services concerns the management of quota permission,the products shall be subject to operation permit where applicable.)Article 8Scale of the Company: the Company will try to achieve an annual turnover of RMB .CHAPTER 3 INVESTMENT MANNER, TOTAL AMOUNT OF INVESTMEN AND TIMING OF THE CONTRIBUTIONArticle 9The total amount of investment of the Company shall be ,and the total amount of the registered capital of the Company shall be .All the registered capital shall be paid by the shareholder in cash (Foreign exchange rate between EUR and RMB is referred to the exchange rate announced the same day by the People's Bank of China).Timing of the registered capital contributions is as follow: The investor shall contribute its capital by installments. The first payment shall be percent ( %) of the registered capital and shall be paid within ( ) months from the date the business license issued. The remainder of the registered capital shall be contributed within two (2) years from the date the business license issued.Article 10In the event there are changes in the total amount of investment and the scale of the production of the Company the reduction of the registered capital is subject to the approval of the competent authority.CHAPTER 4 THE SHAREHOLDERArticle 11The company shall not have a shareholder meeting. Shareholder of the company is highest authority. The shareholder shall adopt the decisions in writing and keep them in the company after them being signed by the shareholder.Article 12The functions and powers of the shareholder shall include the following:(a) to decide on the business policy and investment plan of the company;(b) to elect and recall director and supervisor whose postsare not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of director and supervisor;(c) to examine and approve reports of executive director;(d) to examine and approve reports of the supervisor;(e) to examine and approve the annual financial budget plan and final accounts plan of the company;(f) to examine and approve plans for profit distribution of the company and plans for making up losses;(g) to adopt resolutions on the increase or reduction of the registered capital of the company;(h) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(i) to amend the articles of association of the company;Chapter 5 Executive DirectorArticle 13The company shall set up an executive director instead of a board of directors, who shall be appointed by shareholder. The term of office of the executive director shall be three (3) years, and he may serve consecutive terms when he is re-appointed by the shareholder.Article 14The executive director shall exercise the following functions and powers:(1) to be responsible to shareholder and to report its work to the shareholder;;(2) to implement the resolutions of the shareholder;(3) to decide on the business plans and investment plan of the company;(4) to formulate the annual financial budget plan and final accounts plan of the company;(5) to formulate plans for profit distribution and plans for making up losses of the company;(6) to formulate plans for the increase or reduction of the registered capital and issuance of company bond of the company;(7) to formulate plans for the merger, division, transformation and dissolution of the company;(8) to decide on the establishment of the company's internal management organs;(9) to decide on appointment and dismiss the company's manager and the matter on the manager's remuneration, and, upon recommendation of the manager, to decide on appointment and dismiss the company's deputy manager(s) and persons in charge of the financial affairs of the company and the matters concerning their remuneration;(10) to formulate the basic management system of the company.CHAPTER 6 SUPERVISORArticle 15The company shall set up one supervisor.The supervisor shall be appointed by the shareholder. Each term of the supervisor shall be 3 years. The supervisor may, after the expiry of their term of office, hold a consecutive term upon re-election.Article 16The supervisor of the Company may exercise the following powers:(a) to check the financial affairs of the company;(b) to supervise the duty-related acts of executive directorand senior managers, to put forward proposals on the removal of executive director or senior manager who violates any law, administrative regulation, the articles of association or any resolution of the shareholder;(c) to demand executive director or senior manager to make corrections if his act has injured the interests of the company;(d) to put forward proposals to the shareholder;(e) to initiate actions against executive director or senior managers in accordance with Article 152 of this Law.Article 17The supervisor may raise questions or suggestions about the matters to be decided by executive director.If the supervisor of the company finds that the company is running abnormally, he may make investigations. Where necessary, he may hire an accounting firm to help him with the relevant expenses being born by the company.Article 18The expenses necessary for the supervisor of the company to perform its duties shall be borne by the company.CHAPTER 7 MANAGEMENT OFFICE。

2020 新版中外合资经营公司章程The role of the contract is to protect the legitimate rights of both parties and to ensure that the legitimate rights and interests of the state, collective and individual are not( 合同范本 )甲方：乙方：日期：精品合同 / Word 文档 / 文字可改2020 新版中外合资经营公司章程第一章总则第一条根据（所在国家）合资经营法，国公司（以下简称甲方）与中国公司（以下简称乙方）于年月日在签订的建立合资经营的公司（以下简称合营公司）合同，制定本公司章程。

第二条合营公司名称为：合营公司的法定地址为：第三条甲、乙双方的名称，法定地址为：甲方：乙方：第四条合营公司为股份有限责任公司。

第五条合营公司为（所在国）国法人，受（所在国）法律管辖和保护，其一切活动必须遵守（所在国）的法律、法令和有关规定。

第二章宗旨、经营范围第六条合营公司宗旨为：加强中两国技术交流和经济合作，采用技术和先进的科学经营管理方法，提高经济效益，使投资各方获得满意的利益。

第七条合营公司经营范围为：（根据合营公司的情况写）第八条合营公司经营规模为：（根据合营公司的情况写）第九条合营公司产品在（所在国）国内及国外市场销售。

国内外销售比例和数量：第三章投资总额和注册资本第十条合营公司的投资总额为美元。

合营公司的注册资本为美元。

第十一条甲、乙双方出资如下：甲方：认缴出资额为美元，占注册资本％。

乙方：认缴出资额为美元，占注册资本％。

甲方以现金作为出资。

乙方以经营所需实物为出资。

第十二条甲、乙双方应按合同规定的期限缴清各自出资额。

第十三条甲、乙双方缴付出资额后，经合营公司聘请的（所在国）公认会计师验资并出具验资报告后，由合营公司聘请的（所在国）公认会计师验资并出具验资报告后，由合营公司的董事长和会计师据以签发出资证明书给出资方。

Articles of Association for Joint Ventures Using Chinese and Foreign InvestmentChapter 1 General ProvisionsArticle 1In accordance with the "Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment" and the contract signed byc ompany (hereinafter referred to Party A) andc ompany (hereinafter referred to Party B) on the articles of association hereby is formulated.Article 2The name of the joint venture company shall be L imited Liability Company.It's name in foreign language is .The legal address of the joint venture company is at .Article 3The names and legal addresses of the parties to the joint venture are as follows:Party A: .Legal address:Party B: .Legal address:Article 4The joint venture company is a limited liability company.Article 5The joint venture company has the status of a legal person in China and is subject to the jurisdiction and protection of China's laws concerned. All its activities shall be governed by Chinese laws, decrees and other pertinent rules and regulations.Chapter 2 Purpose , Scope of Business and Scale of ProductionArticle 6The purpose of the joint venture company is to produce and sell p roducts and to reach higher level on the principle of equality for obtaining satisfactory economic benefits for the parties to the joint venture company..Article 7The business scope of the joint venture company is to design, manufacture and sell products and provide after-sale service.Article 8The scale of production of the joint venture company is as follows:Yearly production:Ground space:Staff and workers:Article 9The joint venture company may sell its products on the Chinese domestic market and on the international market, its selling proportion is as follows: % for export , % for the domestic market.Chapter 3 The Total Amount of Investment and the Registered CapitalArticle 10The total amount of investment of the joint venture company is USD . Its registered capital is USD .Article 11The investment contributed by each party is as follows:Party A: Investment subscribed is USD ,accounts for % of the registered capital.Party B: Investment subscribed is USD , accounts for% of the registered capital.Article 12The parties to the joint venture shall pay in all the investment subscribed according to the time limit stipulated in the contract.Article 13After the investment is paid by the parties to the joint venture , a Chinese registered accountant invited by the joint venture company shall verify it and provide a certificate of verification. According to this certificate, the joint venture shall issue an investment certificate which includes the following items: name of the joint venture ; date of the establishment of the joint venture; names of the parties and the investment contributed; date of the contribution of the investment, and the date of issuance of the investment certificate.Article 14Within the term of the joint venture, the joint venture company shall not reduce its registered capital.Article 15Any increase of the registered capital of the joint venture company shall be approvedby the board of directors and submitted to the original examination and approval authority for approval.Article 16Should one party assign all or part of its investment subscribed, consent shall be obtained from the other party of the joint venture. When one party assigns its investment, the other party has preemptive right.Article 17Chapter 4 The Board of DirectorsArticle 18The joint venture shall establish the board of directors which is the highest authority of the joint venture company.Article 19The board of directors shall decide all major issues concerning the joint venture company . Its functions and powers are as follows:---deciding and approving the important reports submitted by the general manager (for instance: production plan, annual business report, funds, loans, loans, etc);--- approving annual financial report, budget of receipts and expenditures,distribution plan of annual profits;--- adopting major rules and regulations of the company;--- deciding to set up branches;--- amending the articles of association of the company;--- discussing and deciding the termination of production, termination of the company or merging with another economic organization;--- deciding the engagement of high-rank officials such as the general manager, chief engineer, treasurer, auditor etc;--- being in charge of expiration of the company and the liquidation matters upon the expiration of the joint venture company;--- other major issues which shall be decided by the board of directors.Article 20The board of directors shall consist of d irectors, of which Shall be appointed by Party A and b y Party B. The term of office for the directors is four years and may be renewed.Article 21Chairman of the board shall be appointed by Party and vice chairman of the board by Party . Their term of office is four years.Article 22When appointing and replacing directors, a written notice shall be submitted to the board.Article 23The board of directors shall convene meeting(s) every year. An interim meeting of the board of directors may be held based on a proposal made by more than one third of the total number of directors.Article 24The board meeting will be held in principle on the location of the company. Article 25The board meeting shall be called and presided by the chairman. Should the chairman be absent, the vice chairman shall call and preside over the board meeting.Article 26The chairman shall give each director a written notice 30 days before the date of the board meeting. The notice shall cover the agenda, time and place of the meeting.Article 27Should the directors be unable to attend the board meeting , he may present aproxy in written form to the board. In case the director neither attends nor entrusts others to attend the meeting, he will be regarded as abstention. Article 28The board meeting requires a quorum of over two-thirds of the total number of directors. When the quorum is less than two-thirds, the decisions adopted by the board meeting are invalid.Article 29Detailed written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy. The record shall be made in Chinese and shall be filed with the company.Article 30The following issue shall be unanimously agreed upon by the board of directors:Article 31The following issues shall be passed by over two-thirds of the total number of directors or by over half of the total number.Chapter 5 Business Management OrganizationArticle 32The joint venture company shall establish a management organization. It consists of production, technology, marketing, finance and administration office etc.Article 33The joint venture company shall have one general manager and deputy general manager(s) who are engaged by the board of directors.Article 34The general manager is directly responsible to the board of directors. He shall carry out the decisions of the board of directors, organize and conduct the daily production, technology and operation and managers. The deputy general managers shall assist the general manager in his work and act as the agent of the general manager during his absence and exercise the function of the general manager.Article 35Decision on the major issues concerning the daily work of the joint venture company shall be signed jointly by the general manager and deputy general managers, then the decisions shall come into effect. Issues which need co-signatures shall be specifically stipulated by the board of directors.Article 36The term of office for the general manager and deputy general manager shall be four years, and may be renewed by the invitation of the board of directors. Article 37At the invitation of the board of directors, the chairman, vice-chairman or directors of the board may concurrently be the general manager, deputy general managers or other high-ranking personnel of the joint venture company.Article 38Article 39The general manager or deputy general managers shall not hold posts concurrently as general manager or deputy general managers of other economic organizations in commercial competition with their own joint venture company.In case any of the managers conduct graft or serious dereliction of duty, they may be dismissed at any time upon the decision of the board. Those who violate the criminal law shall be under criminal sanction.Chapter 6 Finance and AccountingArticle 40The finance and accounting of the joint venture company shall be handled in accordance with the "Stipulations of the Finance and Accounting System of the Joint Ventures. Using Chinese and Foreign Investment " formulated by the Ministry of Finance of the People's Republic of China.Article 41The fiscal years of the joint venture company shall coincide with the calendar year, i.e. from January 1 to December 31 on the Gregorian calendar.Article 42All vouchers account books, statistic statements and reports of the joint venture company shall be written in Chinese.Article 43The joint venture company adopts RMB as its accounts keeping unit. The conversion of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the state Administration of Exchange Control of the People's Republic of China.Article 44The joint venture company shall open accounts in RMB and foreign currency with the Bank of China or other banks agreed by the People's Bank of China. Article 45The accounting of the joint venture company shall adopt the internationally use accrual basis and debit and credit accounting system in their work.Article 46The following items shall be covered in the financial accounts books:1. The amount of overall cash receipts and expense of the joint venture company;2. All material purchasing and selling of the joint venture company;3. The time of payment, increase and assignment of the registered capital of the joint venture company.Article 47The joint venture company shall work out the statement of assets and liabilities and losses and gains accounts of the past year in the first three months of each fiscal year, and submit to the board meeting for approval after examined and signed by the auditor.Article 48Parties to the joint venture have the right to invite an auditor to undertake annual financial check and examination at his own expense. The joint venture company shallprovide convenience for the checking and examination.Article 49The depreciation period for the fixed assets of the joint venture company shall be decided by the board of directors in accordance with the "Rules for the Implementation of the Income Tax Law of the People's Republic of China Concerning Joint Ventures with Chinese and Foreign Investment".Article 50All matters concerning foreign exchange shall be handled in accordance with the "Provisional Regulations for Exchange Control of the People's Republic of China", and other pertaining regulations as well as the stipulations of the joint venture contract.Chapter 7 Profits SharingArticle 51The joint venture company shall draw reserve funds, expansion funds and bonuses welfare funds for staff and workers after payment of taxes. Theproportion of allocation is decided by the board of directors.Article 52After paying the taxes in accordance with law and drawing the various funds, the remaining profits will be distributed according to the proportion of each party's investment in the registered capital.Article 53The joint venture company shall distribute its profits. The profit distribution plan andthe amount of profit distributed to each party shall be published within the first three months following each fiscal year.Article 54The joint venture company shall distribute profits unless the losses of previous fiscal year have been made up. Remaining profit from previous years can be distributed together with that of the current year.Chapter 8 Staff and WorkersArticle 55The employment, recruitment, dismissal and resignation of the staff and workers of the joint venture company and their salary, welfare benefits, labor insurance, labor discipline and other matters shall be handled according to the "Regulations of the People's Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment" and its implementation rules.Article 56The required staff and workers to be recruited by the joint venture company will be recommended by the local labor department or the joint venture will do so through public selection examinations and employ those who are qualified with the consent of the labor department.Article 57The joint venture company has the right to take disciplinary actions, record a demerit and reduce salary against those staff members and workers who violate the rules and regulations of the joint venture company and labor disciplines. Those with serious cases may be dismissed. Discharging of workers shall be filed with the labor and personnel department in the locality. Article 58The salary treatment of the staff and workers shall be set by the board ofdirectors according to the specific situation of the joint venture, with reference to pertaining stipulation of China, and shall be specified in detail in the labor contract.The salary of the staff and workers shall be increased correspondingly with the development of production and the raising of the ability and technology of the staff and workers.Article 59Matters concerning the welfare funds, bonuses, labor protection and labor insuranceetc. Shall be stipulated respectively in various rules by the joint venture company, to ensure that the staff and workers go in for production and work under normal conditions.Chapter 9 The Trade Union OrganizationArticle 60The staff and workers of the joint venture company have the right to establish trade union organization and carry out activities in accordance with the stipulations of the "Trade Union Law of the People's Republic of China".Article 61The trade union in the joint venture company is representative of the interest of the staff and workers. The tasks of the trade union are: to protect the democratic rights and material interest of the staff and workers pursuant to the law; to assist the joint venture company to arrange and make rational use of welfare funds and bonuses; to organize political , professional, scientific and technical studies, carry out literary, art and sports activities; and to educate staff and workers to observes labor discipline and strive to fulfil the economic tasks of the joint venture company.Article 62The trade union of the joint venture company will sign labor contracts with the joint venture company on behalf of the staff and workers, and supervise the implementation of the contracts.Article 63Persons in charge of the trade union of the joint venture company has the right to attend as nonvoting members and to report the opinions and demands of staff and workers to meetings of the board of directors held to discuss issues such as development plan, production and operational activities of joint venture.Article 64The joint venture company shall allot an amount of money totaling 2% of the salaries of the staff and workers of the joint venture company as trade union's funds, which shall be used by the trade union in accordance with the "Managerial Rules for the Trade Union Funds" formulated by the All China Federation of Trade Unions.Chapter 10 Duration, Termination and LiquidationArticle 65The duration of the joint venture company shall be years, beginning from theday when business license is issued.Article 66An application for the extension of duration shall, proposed by both parties and approved at the board meeting, be submitted to the original examination and approval authority six months prior to the expiry date of the joint venture. Only upon the approval may the duration be extended, and the joint venture company shall go through registration formalities for the alteration at the original registration office.Article 67The joint venture may be terminated before its expiration in case the parties to the joint venture agree unanimously that the termination of the joint venture is for the best interests of the parties.To terminate the joint venture before the term expires shall be decided by the board of directors through a plenary meeting, and it shall be submitted to the original examination and approval authority for approval.Article 68Either party shall have the right to terminate the joint venture in case one of the following situations occurs:Article 69Upon the expiration or termination or termination of the joint venture before its term ends, the board of directors shall work out procedures and principles for the liquidation, nominate candidates for the liquidation committee, and set up the liquidation committee for liquidating the joint venture company's assets. Article 70The tasks of the liquidation committee are: to conduct through check of the property of the joint venture company, its claim and indebtedness; to work out the statement of assets and liabilities and list of property; to formulate aliquidation plan. All these shall be carried out upon the approval of the board of directors.Article 71During the process of liquidation, the liquidation committee shall represent the company to sue and be sued.Article 72The liquidation expenses and remuneration to the members of the liquidation committee shall be paid in priority from the existing assets of the joint venturecompany.Article 73The remaining proper after the clearance of debts of the joint venture company shall be distributed among the parties to the joint venture according to the proportion of each party's investment in the registered capital.Article 74On completion of the liquidation, the joint venture company shall submit a liquidation report to the original examination and approval authority, go through the formalities for nullifying its registration in the original registration office and hand in its business license, and, at the same time, make an announcement tothe public.Article 75After winding up of the joint venture company, its account books shall be left in the care of the Chinese participant.Chapter 11 Rules and RegulationsArticle 76Following are the rules and regulation formulated by the board of directors of the joint venture company,1. Management regulations, including the powers and functions of the managerial branches and its working rules and procedures;2. Rules for the staff and workers;3. Systems of labour and salary;4. System of work attendance record, promotion and awards and penalty for staff members and workers;5. Details rules of staff and worker's welfare;6. Financial system;7. Liquidation procedures upon the dissolution the joint venture company;8. Other necessary rules and regulations.Chapter 12 Supplementary ArticleArticle 77The amendments to the Article of Association shall be unanimously agreed and decide by the board of directors and submitted to the original examination and approval authority for approval.For Party A (signature)For Party B (signature)。

中外合资经营企业章程（1）示范文本In Order To Protect Their Legitimate Rights And Interests, The Cooperative Parties Reach A Consensus Through Consultation And Sign Into Documents, So As To Solve And Prevent DisputesAnd Achieve The Effect Of Common Interests某某管理中心XX年XX月中外合资经营企业章程（1）示范文本使用指引：此合同资料应用在协作多方为保障各自的合法权益，经过共同商量最终得出一致意见，特意签订成为文书材料，从而达到解决和预防纠纷实现共同利益的效果，文档经过下载可进行自定义修改，请根据实际需求进行调整与使用。

（1）这是为拟设立的中外合资企业提供的章程参考格式。

合资企业应根据合资企业的合同及合资企业经营管理的具体要求和条件填写，或增减或改写有关条款。

（2）中外合资经营企业章程参考格式：中外合资经营企业章程（参考格式）第一章总则第一条根据《中华人民共和国中外合资经营企业法》，中国__公司（以下简称甲方）与__国__公司（以下简称乙方）于__年__月__日在中国____签订的建立合资经营____有限责任公司合同（以下简称合营公司），制订本公司章程。

第二条合营公司名称为____有限责任公司。

外文名称为：合营公司的法定地址为：__省__市__路__号。

第三条甲、乙双方的名称、法定的地址为：甲方：中国__公司__省__市__路__号。

乙方：__国__公司__国__。

第四条合营公司为有限责任公司。

第五条合营公司为中国法人，受中国法律管辖和保护。

其一切活动必须遵守中国的法律、法令和有关条例规定。

第二章宗旨、经营范围第六条合营公司宗旨为：使用先进技术，生产和销售__产品，达到__水平，获取甲乙双方满意的经济利益。

中外合资经营企业章程（2）示范文本In Order To Protect Their Legitimate Rights And Interests, The Cooperative Parties Reach A Consensus Through Consultation And Sign Into Documents, So As To Solve And Prevent DisputesAnd Achieve The Effect Of Common Interests某某管理中心XX年XX月中外合资经营企业章程（2）示范文本使用指引：此合同资料应用在协作多方为保障各自的合法权益，经过共同商量最终得出一致意见，特意签订成为文书材料，从而达到解决和预防纠纷实现共同利益的效果，文档经过下载可进行自定义修改，请根据实际需求进行调整与使用。

第三章投资总额和注册资本第十条合营公司的投资总额为人民币__元。

合营公司注册资本为人民币__元。

第十一条甲、乙方出资如下：甲方：认缴出资额为人民币__元，占注册资本百分之__。

其中：现金__元；机械设备__元；厂房__元；土地使用权__元；工业产权__元；其它__元。

乙方：认缴出资额为人民币__元，占注册资本百分之__。

其中：现金__元；机械设备__元；工业产权__元；其它__元。

第十二条甲、乙方应按合同规定的期限缴清各自出资额。

第十三条甲、乙方缴付出资额后，经合营公司聘请在中国注册的会计师验资，出具验资报告后，由合营公司据此发给出资证明书。

出资证明书主要内容是：合营公司名称、成立日期、合营者名称及出资额、出资日期，发给出资证明书日期等。

第十四条合营期内，合营公司不得减少注册资本数额。

第十五条任何一方转让其出资额，不论全部或部分，都须经另一方同意。

一方转让时，另一方有优先购买权。

第十六条合营合同注册资本的增加、转让，应由董事会一致通过后，并报原审批机构批准，向原登记机构办理变更登记手续。

中外合资经营公司章程模板(常用版)Template of articles of association of Sino foreign joint venture company (common version)甲方：___________________________乙方：___________________________签订日期：____ 年 ____ 月 ____ 日合同编号：XX-2020-01中外合资经营公司章程模板(常用版)前言：企业经营是指企业在物质生产和商品交换的经济活动中，搞好市场调查与预测，选定产品发展方向，制定长期发展规划进行科学决策，达到预定的经营目标的过程。

本文档根据经营合同内容要求和特点展开说明，具有实践指导意义，便于学习和使用，本文档下载后内容可按需编辑修改及打印。

第一章总则第一条根据（所在国家）合资经营法，_________国_________公司（以下简称甲方）与中国_______________公司（以下简称乙方）于_________年_________月_________日在_________签订的建立合资经营的_________公司（以下简称合营公司）合同，制定本公司章程。

第二条合营公司名称为：_________合营公司的法定地址为：_________第三条甲、乙双方的名称，法定地址为：甲方：_________乙方：_________第四条合营公司为股份有限责任公司。

第五条合营公司为_________（所在国）国法人，受_________（所在国）法律管辖和保护，其一切活动必须遵守_________（所在国）的法律、法令和有关规定。

第二章宗旨、经营范围第六条合营公司宗旨为：加强中_________两国_________技术交流和经济合作，采用_________技术和先进的_________科学经营管理方法，提高经济效益，使投资各方获得满意的利益。

第七条合营公司经营范围为：_________（根据合营公司的情况写）第八条合营公司经营规模为：_________（根据合营公司的情况写）第九条合营公司产品在_________（所在国）国内及国外市场销售。

中外合资经营合同格式(中英)4篇篇1中外合资经营合同格式(中英)Contract for Sino-Foreign Equity Joint Venture中外合资经营合同Party A: XX 公司Party B: 外方公司名称Party A and Party B hereby agree to establish a Sino-Foreign Equity Joint Venture (EJV) in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures, relevant laws and regulations and the following terms and conditions:Party A 和Party B 按照中华人民共和国《公司法》、《中华人民共和国中外合资经营企业法》及有关法规和以下条款的规定，就建立中外合资经营企业达成协议。

1. Name of the Joint Venture 合资企业名称The name of the Joint Venture shall be [中方公司名称– Party A名称– Foreign Company名称Joint Venture] (hereinafter referred to as "the Joint Venture").合资企业的名称为【中方公司名称– Party A名称– Foreign Company名称Joint Venture】（以下简称“该合资企业”）。

2. Registered Address and Term of Operation 注册地址和营业期限The registered address of the Joint Venture shall be at [address]. The term of operation shall be [number] years, commencing from the date of issuance of the Business License.合资企业的注册地址为【地址】。

中外合资经营企业章程模板第一章总则第一条企业名称本企业名称为[中文企业名称]，英文名称为[英文企业名称]，简称[简称]。

（以下简称“本企业”）第二条企业类型本企业为[中外合资经营企业/中外合作经营企业]。

第三条经营范围本企业经营范围为[经营范围]，具体经营事项详见营业执照。

第四条企业地址本企业地址为[企业地址]。

第五条注册资本和出资比例本企业注册资本为[注册资本]，中外方出资比例为[中方出资比例]∶[外方出资比例]。

第六条工商登记机关本企业工商登记机关为[登记机关]。

第七条企业章程的制定和修改本企业章程依据《中华人民共和国中外合资经营企业法》以及其他相关法律、法规制定，并按规定程序履行修改手续。

第八条企业章程的效力本企业章程为本企业的基本管理规范。

本企业章程及其修订案经依法批准后生效。

第二章投资方情况第九条中外方投资者名称、地址及出资额投资方名称地址出资额中方投资者[中方投资者地址][中方投资者出资额]外方投资者[外方投资者地址][外方投资者出资额]第十条中外方投资者在企业中的地位和权利中外方投资者在本企业中的地位和权利，依照中外合资合作经营企业法律法规和本企业章程的规定行使。

第十一条投资者应承担的责任投资者对本企业的出资应一次性缴清，按照出资比例分担利润和负担亏损。

第十二条投资者变更投资者的变更，应当按照公司法律法规的规定，经本企业主管部门批准。

第三章企业管理机构第十三条企业管理机构本企业设有董事会和经理人。

第十四条董事会董事会是本企业的权力机构，承担监督经理人和制定经营决策的职责。

第十五条董事会的职权董事会的主要职权包括但不限于：（1）制定并修改本企业的章程以及各项管理制度；（2）任免经理人，并审议经理人的绩效考核和报酬；（3）审议本企业的年度工作计划、投资计划、预算和决算报表；（4）决定企业的重大事项，如股权变更、清算、合并、分立等。

第十六条董事会的成员和任期董事会由中外方代表组成，成员数应为[董事会成员数目]人。