中外合资经营公司合同 (中英文对照)
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英文版中外合作经营合同范本6篇篇1CONTRACT OF COOPERATION FOR BUSINESS OPERATION BETWEEN CHINESE AND FOREIGN PARTIES合同编号:_____________甲方(中方):________________________乙方(外方):________________________一、合同目的和合作方式二、合作期限The term of this cooperation shall be from the date of signing this Contract until the date of expiration as specified in the Articles of Association of the joint venture company,with a duration of _______ (年数)years.三、投资与股权分配Party A shall contribute _______ (货币及金额)as cash investment,while Party B shall contribute _______ (货币及金额). The equity distribution shall be in accordance with the actual investment ratio,with Party A holding ___% equity and Party B holding ___% equity in the joint venture company.四、业务范围和利润分配The business scope of the joint venture company shall include but not be limited to the research,development,production,sales,and marketing of products related to the aforementioned industry field. The profit distribution shall be based on the actual equity distribution and determined by the Board of Directors in accordance with the Company’s Articles of Association and relevant laws and regulations.五、管理结构The management structure of the joint venture company shall be established in accordance with Chinese laws and regulations. The Board of Directors shall be comprised of representatives from both parties,with equal representationand decision-making power. The General Manager shall be appointed by Party B,subject to approval by the Board of Directors.六、技术转让与保密义务Party B shall transfer necessary technology to the joint venture company for the operation of the business. Both parties shall undertake confidentiality obligations towards any confidential business information that they may learn during their collaboration. Any disclosure of confidential information shall be subject to mutual consent or as required by law.七、风险承担与违约处理Both parties shall bear risks associated with the operation of the business equally. If any party fails to perform its obligations under this Contract or breaches any provision,thenon-breaching party shall be entitled to claim compensation for any losses incurred. If such breach is material and cannot be rectified,the non-breaching party may terminate this Contract and claim compensation for any losses.八、争议解决与法律适用Any disputes arising from or in connection with this Contract shall be settled through friendly negotiation between both parties. If negotiation fails,such disputes shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with its arbitration rules in effect at that time. The place of arbitration shall be _______ (仲裁地点). This Contract shall be governed by laws of China.九、合同的变更与终止Contract modification or termination must be agreed upon by both parties and documented in writing. Any modification shall be subject to approval by relevant authorities as required by Chinese laws and regulations. Upon expiration or termination of this Contract,all assets and liabilities of the joint venture company shall be disposed in accordance with its Articles of Association and relevant laws and regulations.篇2CONTRACT OF COOPERATION FOR BUSINESS OPERATION BETWEEN CHINESE AND FOREIGN PARTIES本合同由以下双方签订:Party A: [甲方名称](以下简称甲方)Party B: [乙方名称](以下简称乙方)一、前言:甲乙双方本着平等互利的原则,通过友好协商,决定共同合作经营XX项目。
中外合作经营合同格式(中英文)4篇篇1Sino-Foreign Joint Venture Contract Template (Chinese and English)Article 1: PurposeThe purpose of this agreement is to establish a joint venture (JV) between a Chinese company and a foreign company for the purpose of cooperation in a specific industry or project.第一条:目的本协议的目的是为了在特定行业或项目中建立中外合作经营合资企业(JV)。
Article 2: Establishment of the Joint Venture1. The Chinese company and the foreign company each agree to invest a certain amount of funds or assets to establish the JV.2. The JV will be registered in accordance with Chinese laws and regulations.第二条:合资企业的建立1. 中方公司和外方公司各自同意投资一定数额的资金或资产成立JV。
2. JV将根据中国法律法规注册设立。
Article 3: Management Structure1. The JV will have a board of directors consisting of representatives from both the Chinese and foreign companies.2. The management of the JV will be jointly appointed by both parties.3. Decisions regarding major matters of the JV will require the consent of both parties.第三条:管理结构1. JV将设立由中外两家公司代表组成的董事会。
中外合资经营合同格式(中英)7篇篇1合同编号:【编号】甲方:【中方公司名称】,法定代表人:【法定代表人姓名】乙方:【外方公司名称】,法定代表人:【法定代表人姓名】鉴于甲乙双方同意根据平等互利的原则,经过友好协商,共同投资设立一家合资经营企业,特订立本合同。
本合同以中英文双语书写,两种文本具有同等法律效力。
本合同中的术语应遵守国际商法和行业规范,以下内容经双方协商并一致确认如下:一、合资公司的基本概况(一)公司名称:【合资公司名称】(二)公司注册地址:【详细地址】(三)法定代表人:【指定负责人姓名】(四)公司投资总额为【金额】元人民币,注册资本为【金额】元人民币。
甲乙方投入注册资本所占公司的出资比例如下:甲方占有比例为XX%,乙方占有比例为XX%。
各方需于公司成立之日起XX日内缴清各自出资额。
二、合资公司的经营范围和经营方式(一)经营范围:【详细经营范围】(二)经营方式:【自主经营或合作经营等】三、合作期限与终止合作期限:自本公司成立起至XX年止。
期满后根据公司经营状况和双方意愿再作商议。
终止合同需经过双方同意并书面确认。
合同终止后,应依法进行清算和结算。
清算完成后剩余财产按各方投资比例进行分配。
对于债务按双方约定的原则进行处理和清偿。
四、股东权利与义务篇2合同编号:【编号】甲方:【中方公司名称】,法定代表人:【法定代表人姓名】乙方:【外方公司名称】,法定代表人:【法定代表人姓名】鉴于甲乙双方共同达成合资经营意向,本着平等互利、合作共赢的原则,经过友好协商,特订立本合同:一、合同名称和目的合同名称:【合资经营项目名称】。
双方本着诚信原则,通过合作实现共同发展,互利共赢。
本合同明确双方合资经营的合作内容、权责利益及运作方式等条款。
本合同适用于中外合资经营活动的规范和约束。
二、合作内容及投资金额本次合作的具体内容:【详细列明合作项目及其主要内容】,投资金额共计【金额】。
甲方投入现金或实物出资额【金额】,乙方投入现金或实物出资额【金额】。
中外合资经营合同格式(中英)5篇篇1中外合资经营合同格式(中英)合资经营合同合资经营合同范本本合资经营合同(以下简称“本合同”)由以下各方自愿签订:甲方:(中方合资方名称)地址:法定代表人:电话:传真:乙方:(外方合资方名称)地址:法定代表人:电话:传真:丙方:(合资企业名称)地址:法定代表人:电话:传真:为了规范双方合资经营的行为,保证各方合法权益,现甲、乙双方就合资公司设立、运营等事宜达成如下协议:第一条合资目的甲、乙双方为了共同开发市场,分享商业机会,提高经济效益,经友好协商一致,决定以【(填写公司名称)】为合资企业的名称,进行经营活动。
第二条经营范围合资企业的经营范围包括但不限于:1.(具体经营内容)2.(具体经营内容)3.(具体经营内容)......经营范围扩大或变更,应遵守相关法律法规的规定,并经甲、乙双方协商一致,并报相关部门备案。
第三条注册资本及股权比例1. 合资企业的注册资本为人民币【(填写具体数字)】万元,甲、乙双方分别出资【(填写具体数字)】万元。
2. 甲、乙双方的股权比例为【(填写具体数字)】∶【(填写具体数字)】。
3. 甲、乙双方应按照其出资比例享有合资企业的相应权益。
第四条经营管理机构1. 合资企业设董事会,董事会由甲、乙双方各自提名【(填写具体数字)】名成员组成,分别由甲、乙双方指派董事长。
2. 合资企业设总经理,由董事会聘任,董事长必须为总经理提名人。
3. 董事长和总经理分别负责合资企业的董事会和日常经营管理及决策。
第五条管理费用及利润分配1. 甲、乙双方应按照其出资比例分担合资企业的管理费用。
2. 合资企业经营盈利后,甲、乙双方按照其出资比例分享利润。
3. 合资企业亏损时,甲、乙双方应按照其出资比例分担亏损。
第六条合资企业财务管理1. 合资企业应建立健全的财务管理制度,负责人员应根据有关法律法规的规定进行财务管理。
2. 合资企业应每年定期开展审计年度报告,报相关部门备案。
有关中外合资经营合同格式附英文版7篇篇1本合同由以下双方签订:_____________(以下简称甲方) 和_____________(以下简称乙方)。
双方根据平等互利的原则,通过友好协商,就共同投资设立一家合资企业达成如下协议:一、合同双方二、合资企业名称及性质三、投资总额与注册资本四、出资方式及期限一、Terms and Conditions of Contract for Sino-Foreign Joint Venture (with English version attached)This contract is made by and between _________ (hereinafter referred to as Party A) and _________ (hereinafter referred to asParty B). On the principles of equality and mutual benefit through friendly consultations, both parties agree to jointly invest in the establishment of a joint venture company as follows:I. Parties to the ContractII. Name and Nature of the Joint Venture CompanyIII. Total Investment and Registered CapitalIV. Investment Methods and Time Limit篇2本合同由以下双方签订:甲方:【公司名称】(以下简称甲方)地址:【公司地址】法定代表人:【甲方法人姓名】国籍:【甲方法国籍】联系方式:【甲方联系方式】电子邮箱:【甲方邮箱地址】乙方:【公司名称】(以下简称乙方)地址:【公司地址】法定代表人:【乙方法人姓名】国籍:【乙方法国籍】联系方式:【乙方联系方式】电子邮箱:【乙方邮箱地址】鉴于甲乙双方共同决定设立一家中外合资经营的公司,在平等互利的基础上,经过友好协商,达成如下协议:一、合资公司的基本信息公司名称:【合资公司名称】公司地址:【合资公司地址】注册资本:【注册资本金额】经营范围:【公司经营范围】等事项达成了一致意见。
中外合资经营公司合同CONTRACT OF CHINESE FOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Laws and Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业(以下简称合营企业)是中国的法人,受中国法律的管辖和保护。
1. Chinese-foreign equity joint ventures (hereinafter referred to as joint ventures) established within Chinese territory upon the approval in accordance with the Law on Chinese-Foreign Equity Joint Ventures are Chinese legal persons, who shall be governed and protected by Chinese law.2. 在中国境内设立的合营企业,应当能够促进中国经济的发展和科学技术水平的提高,有利于社会主义现代化建设。
国家鼓励、允许、限制、或者禁止设立合营企业的行业,按照国家指导外商投资方向的规定及外商投资产业指导目录执行。
2. Joint ventures established within Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facilitate China’s socialist modernization.Industries in which the establishment of joint ventures is encouraged, permitted, restricted or prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on Foreign Investment Guidelines and the Guideline Catalogue of Foreign Investment Industries.3. 在中国境内设立合营企业,必须经中华人民共和国对外贸易经济合作部(以下简称对外贸易合作部)审查批准。
中外合资企业股东协议中英文对照6篇篇1本协议于XXXX年XX月XX日在_____(地点)由以下双方签订:甲方:_________(中国公司/个人)乙方:_________(外国公司/个人)鉴于甲乙双方共同决定合资成立一家新的公司,双方根据中华人民共和国有关中外合资企业的法律法规,本着平等互利的原则,经过友好协商,就共同出资设立合资公司的相关事宜达成一致意见,特签订本协议。
一、公司基本情况合资公司的名称为:________有限公司公司注册地为:___________________公司的组织形式为有限责任公司。
公司的经营范围为:_____________________等。
公司的投资总额为:____万美元。
注册资本为____万美元。
甲、乙双方按照比例出资。
具体投资金额及比例如下:甲方投资____万美元,占注册资本的XX%;乙方投资____万美元,占注册资本的XX%。
甲乙双方按照协议规定的期限缴清各自的出资额。
公司的经营期限为XX年,自营业执照签发之日起计算。
二、股东权利和义务甲乙双方应按照公司章程规定的条款享有股东权利并承担股东义务。
包括但不限于:利润分配权、公司管理权、选举和被选举权等权利以及承担缴纳出资额的义务等。
股东应遵守公司章程的规定,不得擅自转让股权或对公司事务进行干涉。
三、董事会和管理层公司设立董事会,由XX名董事组成,其中甲方委派XX名董事,乙方委派XX名董事。
董事长由____方担任,副董事长由____方担任。
董事会负责制定公司的发展战略、决策重要事项等。
公司管理层由总经理和副总经理组成,总经理由____方担任,副总经理由____方担任。
管理层的职责是执行董事会的决策,负责公司日常管理工作。
甲乙双方应根据公司实际情况选派合适的代表担任相应职务。
各方代表的任期、薪酬和福利等事宜在公司章程中规定。
在合作期间,应团结协作,密切配合,共同实现公司的经营目标和发展战略。
甲乙双方同意遵守董事会和管理层的决策和规定,并承担相应责任和义务。
中外合作经营合同格式(中英文)5篇篇1Sino-Foreign Joint Venture Operation ContractThis agreement is made and entered into on this [insert date], by and between [Chinese Company], a company organized and existing under the laws of the People's Republic of China, with its principal office located at [insert address], hereinafter referred to as the "Chinese Company", and [Foreign Company], a company organized and existing under the laws of [insert country], with its principal office located at [insert address], hereinafter referred to as the "Foreign Company".WHEREAS, the Parties wish to establish a joint venture to operate a [describe business activity] in the People's Republic of China.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:1. Establishment of Joint VentureThe Parties agree to establish a joint venture company under the name of [Joint Venture Company], with its registered capital of [insert amount] to be contributed by the Parties in the following proportions: Chinese Company [insert percentage] and Foreign Company [insert percentage].2. Business ScopeThe business scope of the Joint Venture Company shall include [describe business activities]. The operation of the Joint Venture Company shall be guided by the laws of the People's Republic of China and any other applicable regulations.3. ManagementThe management of the Joint Venture Company shall be conducted by a Board of Directors consisting of [insert number] directors, with [insert number] to be appointed by the Chinese Company and [insert number] to be appointed by the Foreign Company.4. Financial MattersThe financial matters of the Joint Venture Company shall be handled in accordance with the provisions set forth in this agreement. The Parties agree to share profits and losses inproportion to their respective contributions to the registered capital.5. Dispute ResolutionAny dispute arising out of or in connection with this agreement shall be settled through friendly consultation between the Parties. If the Parties fail to resolve the dispute amicably, the matter shall be submitted to arbitration in accordance with the rules of the [appropriate arbitration institution].IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed on the date and year first above written.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This Sino-Foreign Joint Venture Operation Contract is hereby approved and ratified by the relevant authorities of both Parties.Date: __________________________[Government Authority of Chinese Company]By: __________________________[Government Authority of Foreign Company]By: __________________________This agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, correspondence, understandings, and agreements between the Parties relating to such subject matter.IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date and year first above written.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This document represents a legal and binding contract between the Parties, each of whom has read and understood the terms and conditions contained herein.[Chinese Company]By: __________________________[Foreign Company]By: __________________________This Sino-Foreign Joint Venture Operation Contract shall become effective upon the signing by all Parties.Signed and sealed by the Parties on the date and year first above written.[Seal of Chinese Company][Seal of Foreign Company]篇2Joint Venture ContractThis Joint Venture Contract is made and entered into on [date], by and between [Party A], a company organized and existing under the laws of [Country A], and having its principal place of business at [address], [City], [Country A], hereinafter referred to as the "Chinese Party", and [Party B], a company organized and existing under the laws of [Country B], and having its principal place of business at [address], [City], [Country B], hereinafter referred to as the "Foreign Party".WHEREAS, the Parties desire to engage in a joint venture for the purpose of [purpose of the joint venture];NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Parties agree as follows:1. Formation of Joint VentureThe Parties shall form a joint venture (the "Venture") to be named [Name of Joint Venture]. The Venture shall be organized as a [describe the type of entity] under the laws of [Country A]. The respective ownership interests of the Parties shall be [X%] for the Chinese Party and [Y%] for the Foreign Party.2. Principal Place of BusinessThe principal place of business of the Venture shall be located at [address], [City], [Country A], but the Venture may establish such other branch offices or facilities as may be deemed necessary or desirable.3. Business PurposeThe purpose of the Venture shall be to [describe the business purpose of the Joint Venture], including but not limited to [specific business activities].4. Capital ContributionThe Chinese Party shall contribute [amount] as its capital contribution to the Venture, and the Foreign Party shall contribute [amount] as its capital contribution. Each Party's capital contribution shall be paid within [number] days of the execution of this Contract.5. Management and OperationThe Venture shall be managed by a Board of Directors consisting of [X] directors appointed by the Chinese Party and [Y] directors appointed by the Foreign Party. The Board shall meet on a quarterly basis to oversee the operations and make strategic decisions for the Venture.6. Distribution of Profits and LossesAll profits and losses of the Venture shall be allocated in proportion to the ownership interests of the Parties. Any distributions of profits shall be made on a quarterly basis.7. Term and TerminationThis Contract shall have a term of [number] years, commencing on the date of execution. The Contract may be terminated by mutual agreement of the Parties or upon the occurrence of certain events as set forth herein.8. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [Country A].IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the date first above written.[Signature of Chinese Party] [Signature of Foreign Party][Name of Signatory] [Name of Signatory][Title of Signatory] [Title of Signatory][Date][Date]Please note that this Joint Venture Contract is for reference purposes only and should be tailored to the specific needs and circumstances of the Parties involved. It is advisable to seek legal counsel before entering into any joint venture agreement.篇3Cooperative Operation Contract Format (Chinese-English)Contract Title: Cooperative Operation Contract Contracting Parties:Party A: [Name of Chinese Company]Address: [Address of Chinese Company]Legal Representative: [Name of Legal Representative] Contact Person: [Name of Contact Person] Telephone: [Telephone Number]Email: [Email Address]Party B: [Name of Foreign Company]Address: [Address of Foreign Company]Legal Representative: [Name of Legal Representative] Contact Person: [Name of Contact Person] Telephone: [Telephone Number]Email: [Email Address]Date of Contract: [Date]1. Purpose of Cooperation:Party A and Party B agree to enter into this cooperative operation contract for the purpose of jointly operating a business venture in [Country/Location].2. Scope of Cooperation:2.1 Party A shall be responsible for providing [Specific Responsibilities of Party A].2.2 Party B shall be responsible for providing [Specific Responsibilities of Party B].2.3 Both parties shall collaborate on [Specific Tasks to be Collaborated on].3. Investment:3.1 Party A shall invest [Amount] in the business venture.3.2 Party B shall invest [Amount] in the business venture.3.3 The investment shall be used for [Purpose of Investment].4. Profit Sharing:4.1 The profits and losses of the business venture shall be shared between Party A and Party B in the ratio of [Ratio].4.2 Profit sharing shall be conducted on a [Frequency] basis.5. Term of Contract:5.1 This contract shall be valid for a period of [Number] years.5.2 The contract may be renewed by mutual agreement of both parties.6. Termination:6.1 Either party may terminate this contract with [Number] days' written notice.6.2 In the event of termination, both parties agree to settle any outstanding financial obligations.7. Dispute Resolution:Any disputes arising from this contract shall be resolved through amicable negotiations between the parties. If an amicable resolution cannot be reached, the parties agree to submit the dispute to arbitration.8. Confidentiality:Both parties agree to maintain the confidentiality of any information shared during the course of their cooperation and not to disclose it to any third parties.9. Governing Law:This contract shall be governed by the laws of[Country/Location].10. Signatures:This contract shall be signed by the legal representatives of Party A and Party B on the date mentioned above.In witness whereof, the parties have executed this contract on the date first mentioned above.Party A: _______________________ (Seal)Party B: _______________________ (Seal)篇4Sino-Foreign Joint Venture AgreementThis Agreement is made and entered into on this ___ day of ____, 20__, by and between [Chinese Company Name], a company duly organized and existing under the laws of the People's Republic of China, with its principal place of business at [address], hereinafter referred to as the "Chinese Party", and [Foreign Company Name], a company duly organized and existing under the laws of [Foreign Country], with its principal place of business at [address], hereinafter referred to as the "Foreign Party."Whereas, the Chinese Party desires to enter into a joint venture with the Foreign Party for the purpose of establishing a business entity in China to engage in [describe the nature of the business], and the Foreign Party desires to participate in such joint venture;Now, therefore, the parties hereby agree as follows:1. Establishment of Joint VentureThe parties agree to establish a joint venture company under the name of [Joint Venture Company Name], which shall be registered in accordance with Chinese laws and regulations. The shareholding structure of the company shall be [percentage Chinese Party] owned by the Chinese Party and [percentage Foreign Party] owned by the Foreign Party.2. Business ScopeThe Joint Venture Company shall engage in the business of [describe the business activities of the company].3. Capital ContributionThe Chinese Party shall contribute [amount] as its capital contribution to the Joint Venture Company, while the Foreign Party shall contribute [amount] as its capital contribution. Thetotal registered capital of the Joint Venture Company shall be [total amount].4. ManagementThe management of the Joint Venture Company shall be handled by a board of directors, composed of [number] members, with [number] members appointed by the Chinese Party and [number] members appointed by the Foreign Party. The chairman of the board shall be appointed by the Foreign Party.5. Profit and Loss SharingThe profits and losses of the Joint Venture Company shall be shared by the parties in proportion to their respective shareholdings in the company.6. Term and TerminationThis agreement shall be effective as of the date first above written and shall continue in force for a term of [number] years. Either party may terminate this agreement by giving [number] months' written notice to the other party.In witness whereof, the parties hereto have executed this Agreement on the day and year first above written.Chinese Party:_______________[Name][Title]Foreign Party:_______________[Name][Title]篇5International Joint Venture AgreementThis Agreement is made and entered into as of [date], by and between [Foreign Company], a corporation organized and existing under the laws of [country], having its principal place of business at [address], and [Chinese Company], a corporation organize d and existing under the laws of the People’s Republic of China, having its principal place of business at [address].WHEREAS, the parties desire to form a joint venture to carry on a certain business in the People’s Republic of China; andWHEREAS, the parties desire to set forth the terms and conditions of their joint venture in this Agreement.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Formation of Joint Venture. The parties hereby agree to form a joint venture (the “Joint Venture”) for the purpose of [describe purpose of Joint Venture]. The Joint Venture shall be incorporated under the laws of the People’s Republic of China as a Sino-foreign joint venture.2. Ownership and Capital Contribution. The parties agree that their ownership interests in the Joint Venture shall be as follows:- [Foreign Company] shall contribute [percentage] of the total capital of the Joint Venture;- [Chinese Company] shall contribute [percentage] of the total capital of the Joint Venture.3. Management. The management of the Joint Venture shall be vested in a board of directors, consisting of [number] directors. [Foreign Company] shall have the right to appoint[number] directors, and [Chinese Company] shall have the right to appoint [number] directors. Any decision of the board of directors shall require the affirmative vote of [percentage] of the directors.4. Distribution of Profits and Losses. The profits and losses of the Joint Venture shall be distributed among the parties in proportion to their ownership interests in the Joint Venture.5. Term and Termination. The term of this Agreement shall commence on the date hereof and continue for a period of [number] years, unless terminated earlier by mutual agreement of the parties. In the event of termination of this Agreement, the parties shall wind up the affairs of the Joint Venture in accordance with the provisions of this Agreement.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Foreign Company]By: ______________________Name: ____________________Title: _____________________ [Chinese Company] By: ______________________ Name: ____________________ Title: _____________________。
中外合资经营公司合同CONTRACT OF CHINESE FOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Laws and Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业(以下简称合营企业)是中国的法人,受中国法律的管辖和保护。
1. Chinese-foreign equity joint ventures (hereinafter referred to as joint ventures) established within Chinese territory upon the approval in accordance with the Law on Chinese-Foreign Equity Joint Ventures are Chinese legal persons, who shall be governed and protected by Chinese law.2. 在中国境内设立的合营企业,应当能够促进中国经济的发展和科学技术水平的提高,有利于社会主义现代化建设。
国家鼓励、允许、限制、或者禁止设立合营企业的行业,按照国家指导外商投资方向的规定及外商投资产业指导目录执行。
2. Joint ventures established within Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facili tate China’s socialist modernization.Industries in which the establishment of joint ventures is encouraged, permitted, restricted or prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on Foreign Investment Guidelines and the Guideline Catalogue of Foreign Investment Industries.3. 在中国境内设立合营企业,必须经中华人民共和国对外贸易经济合作部(以下简称对外贸易合作部)审查批准。
中外合作经营合同格式(附英文)6篇全文共6篇示例,供读者参考篇1Chinese-Foreign Cooperative Operation ContractThis agreement is made and entered into by and between **[Name of Chinese Company]**, a company incorporated under the laws of the People's Republic of China, with its principal place of business at **[Address of Chinese Company]**, and **[Name of Foreign Company]**, a company incorporated under the laws of **[Country of Foreign Company]**, with its principal place of business at **[Address of Foreign Company]**.WHEREAS, the Chinese Company is engaged in the business of **[Description of Business of Chinese Company]**, and the Foreign Company is engaged in the business of **[Description of Business of Foreign Company]**;WHEREAS, the Parties desire to enter into a cooperative operation arrangement for the purpose of **[Purpose of Cooperation]**;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:1. Establishment of Joint VentureThe Parties shall establish a joint venture company under the name of **[Name of Joint Venture Company]**, which shall be incorporated under the laws of the People's Republic of China.2. Ownership of Joint VentureThe Chinese Company shall own **[Percentage]%** of the shares of the Joint Venture Company, and the Foreign Company shall own **[Percentage]%** of the shares of the Joint Venture Company.3. Management of Joint VentureThe management of the Joint Venture Company shall be vested in a Board of Directors consisting of **[Number]** directors, with **[Percentage]%** appointed by the Chinese Company and **[Percentage]%** appointed by the Foreign Company.4. Capital ContributionThe Chinese Company shall contribute **[Amount]** to the capital of the Joint Venture Company, and the Foreign Company shall contribute **[Amount]** to the capital of the Joint Venture Company.5. Profit SharingThe profits of the Joint Venture Company shall be distributed to the Chinese Company and the Foreign Company in proportion to their respective shareholdings in the Joint Venture Company.IN WITNESS WHEREOF, the Parties have executed this agreement as of **[Date]**.**[Signature of Chinese Company]****[Name of Chinese Company]****[Signature of Foreign Company]****[Name of Foreign Company]**This contract is made and entered into in both Chinese and English languages, both texts having equal legal force. In case of any discrepancy between the two texts, the Chinese text shall prevail.This agreement may be terminated by mutual agreement of the Parties, or by either Party with **[Number]** days written notice to the other Party.This agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.IN WITNESS WHEREOF, the undersigned have executed this agreement on the date and year first above written.**[Signature of Chinese Company]****[Name of Chinese Company]****[Signature of Foreign Company]****[Name of Foreign Company]**篇2Foreign Cooperation Operation Contract FormatArticle 1 Party A and Party B hereby reach an agreement to jointly operate [describe the specific business or project] in accordance with the terms and conditions outlined in this contract.Article 2 Scope of Cooperation1. Party A and Party B shall jointly invest in [describe the investment amount and allocation].2. Party A shall be responsible for providing [list the specific responsibilities of Party A].3. Party B shall be responsible for providing [list the specific responsibilities of Party B].Article 3 Term of Cooperation1. The cooperation shall commence on [start date] and shall continue until [end date] unless terminated earlier in accordance with the provisions of this contract.2. Either Party may terminate the cooperation by giving [number of days] written notice to the other Party.Article 4 Rights and Obligations of Party A1. Party A shall have the right to oversee the daily operations of the cooperation.2. Party A shall bear the costs of [list the specific costs borne by Party A].3. Party A shall be entitled to [list the entitlements of PartyA].Article 5 Rights and Obligations of Party B1. Party B shall have the right to participate in the decision-making process of the cooperation.2. Party B shall bear the costs of [list the specific costs borne by Party B].3. Party B shall be entitled to [list the entitlements of Party B].Article 6 Distribution of Profits1. The profits generated from the cooperation shall be distributed in accordance with the investment ratio of Party A and Party B.2. Party A and Party B shall receive their respective share of profits on a [frequency] basis.Article 7 Dispute Resolution1. Any disputes arising from the cooperation shall be resolved through negotiation between Party A and Party B.2. If the parties cannot reach a resolution through negotiation, the dispute shall be submitted to arbitration in accordance with the laws of [jurisdiction].Article 8 Amendments to the ContractAny amendments to this contract shall be made in writing and signed by both Party A and Party B.In witness whereof, the Parties hereto have executed this contract on the date first written above.Party A: [Signature]Party B: [Signature]篇3Sino-Foreign Joint Venture Contract FormatArticle 1: Establishment of Joint Venture1.1 Parties A and B, hereinafter referred to as the "Partners," agree to establish a joint venture under the name of [Name of Joint Venture Company], hereinafter referred to as the "Company."1.2 The Partners agree to establish the Company for the purpose of [Brief description of the business activities of the Company].Article 2: Registered Capital2.1 The total registered capital of the Company shall be [Amount in currency].2.2 Partners A and B shall contribute their respective shares of the registered capital as follows:Partner A: [Amount in currency]Partner B: [Amount in currency]Article 3: Management Structure3.1 The management of the Company shall be entrusted to a board of directors, comprising [Number] directors appointed by the Partners.3.2 The general manager of the Company shall be appointed by Partner A, and the deputy general manager shall be appointed by Partner B.Article 4: Profit Distribution4.1 The profits of the Company shall be distributed in accordance with the percentage of ownership of each Partner.4.2 The profits shall be distributed on a quarterly basis, and any dividends declared by the board of directors shall be paid within [Number] days of the declaration.Article 5: Term of Joint Venture5.1 The term of the Joint Venture shall be [Number] years, commencing on the date of registration of the Company.5.2 The Partners may agree to extend the term of the Joint Venture by mutual consent.Article 6: Dissolution and Liquidation6.1 In the event of dissolution of the Company, the Partners agree to liquidate the assets and distribute the proceeds in accordance with the percentage of ownership of each Partner.6.2 The Partners shall appoint a liquidator to oversee the dissolution and liquidation process.Article 7: Governing Law7.1 This Contract shall be governed by and construed in accordance with the laws of [Country].7.2 Any dispute arising out of or in connection with this Contract shall be resolved through arbitration in [Arbitration Venue] in accordance with the rules of the [Arbitration Institution].In witness whereof, the Parties have executed this Contract on the date first above written.Partner A:Name:Title:Date:Partner B:Name:Title:Date:篇4International Joint Venture Contract FormatThis International Joint Venture Contract is entered into on [date] by and between [company name], a company registered under the laws of [country], with its principal place of business at [address], hereinafter referred to as the "Chinese Party”, and [foreign company name], a company registered under the laws of [country], with its principal place of business at [address], hereinafter referred to as the "Foreign Party”.Whereas, the Chinese Party desires to establish a joint venture with the Foreign Party for the purpose of [purpose of joint venture], and the Foreign Party agrees to enter into this joint venture on the terms and conditions set forth herein.1. Establishment of Joint VentureThe Chinese Party and the Foreign Party shall establish a joint venture company under the name of [name of joint venture company], with its registered office at [address]. The jointventure company shall engage in the business of [business activities].2. Capital ContributionThe Chinese Party shall contribute the amount of [amount] in cash or in kind to the joint venture, constituting [percentage]% of the total share capital of the joint venture. The Foreign Party shall contribute the amount of [amount] in cash or in kind to the joint venture, constituting [percentage]% of the total share capital of the joint venture.3. Management of Joint VentureThe management of the joint venture company shall be conducted by a board of directors consisting of [number] directors, with [number] directors appointed by the Chinese Party and [number] directors appointed by the Foreign Party. Decisions of the board of directors shall be made by majority vote.4. Profit SharingProfits and losses of the joint venture company shall be distributed between the Chinese Party and the Foreign Party in proportion to their respective shareholdings in the joint venture.5. Term of AgreementThis joint venture agreement shall be in effect for a period of [number] years from the date of establishment of the joint venture company, unless terminated earlier by mutual agreement of the parties.6. Governing LawThis agreement shall be governed by and construed in accordance with the laws of [country].7. Dispute ResolutionAny disputes arising out of or in connection with this agreement shall be resolved through amicable negotiations between the parties. If the parties are unable to resolve the dispute amicably, the dispute shall be referred to arbitration in accordance with the rules of the International Chamber of Commerce.In witness whereof, the parties hereto have caused this agreement to be executed on the date first above written.[Signature of Chinese Party][Signature of Foreign Party][Company Seal][Company Seal]篇5International Joint Venture ContractThis contract is entered into on [date] between [Foreign Company], hereinafter referred to as the Foreign Party, and [Chinese Company], hereinafter referred to as the Chinese Party.1. PurposeThe purpose of this agreement is to establish an international joint venture between the Foreign Party and the Chinese Party. The parties intend to collaborate on [specific project or business venture], with the ultimate goal of mutual benefit and profit.2. Scope of AgreementThis agreement encompasses the following terms and conditions:a. Establishment of a joint venture company with a registered capital of [amount] to be held by the parties in proportion to their respective contributions.b. Appointment of a board of directors consisting of [number] members, with each party nominating [number] directors.c. The roles and responsibilities of each party in the management and operation of the joint venture company.d. The allocation of profits and losses in accordance with the respective contribution of each party.e. Transfer of technology, know-how, and intellectual property rights from the Foreign Party to the joint venture company.f. Dispute resolution mechanism in case of disagreements between the parties.g. Confidentiality and non-disclosure provisions to protect the proprietary information of the parties.3. Terms of Agreementa. This agreement shall be effective from the date of signing and shall remain in force for a period of [number] years unless terminated earlier in accordance with the provisions herein.b. Either party may terminate this agreement with [number] days' written notice to the other party in case of material breach of any provision herein.c. Termination of this agreement shall not affect the rights and obligations accrued prior to the termination date.4. Governing LawThis agreement shall be governed by the laws of [jurisdiction] and any disputes arising hereunder shall be resolved through arbitration in accordance with the rules of [arbitration organization].5. SignaturesThis agreement is signed by the duly authorized representatives of the Foreign Party and the Chinese Party on the date first written above.[Signature of Foreign Party][Name of Foreign Party][Title][Date][Signature of Chinese Party][Name of Chinese Party][Title][Date]In Witness whereof, the parties hereto have executed this agreement as of the date first above written.Note: This contract is a sample template and should be customized to fit the specific needs and requirements of the parties involved in the international joint venture. It is recommended to seek legal advice before entering into any joint venture agreement.篇6Article Title: Format of Sino-Foreign Joint Venture ContractIntroduction:A Sino-Foreign Joint Venture Contract is a legal document that outlines the terms and conditions of cooperation between Chinese and foreign companies in a joint venture partnership. This contract is essential in ensuring a successful and mutually beneficial business relationship between the two parties. In this article, we will discuss the format and key components of a typical Sino-Foreign Joint Venture Contract.Format of a Sino-Foreign Joint Venture Contract:1. Introduction: The contract should begin with an introduction that clearly states the names of the parties involved in the joint venture, the purpose of the joint venture, and the duration of the partnership.2. Objectives: The contract should outline the specific objectives and goals of the joint venture, as well as the responsibilities and obligations of each party in achieving these objectives.3. Term and Termination: The contract should specify the duration of the joint venture partnership, as well as the conditions under which the contract can be terminated by either party.4. Ownership and Capital Contribution: The contract should detail the ownership structure of the joint venture, as well as the capital contributions that each party is required to make.5. Management and Decision-Making: The contract should outline the management structure of the joint venture, including the composition of the board of directors, decision-making processes, and the roles and responsibilities of each party in the management of the joint venture.6. Profit Sharing and Distribution: The contract should specify how profits will be shared and distributed between the parties, including any provisions for reinvestment of profits into the joint venture.7. Intellectual Property Rights: The contract should address the ownership and protection of intellectual property rights developed during the course of the joint venture, as well as any licensing agreements between the parties.8. Dispute Resolution: The contract should include a clause outlining the procedures for resolving disputes between the parties, including mediation and arbitration processes.Conclusion:A well-written Sino-Foreign Joint Venture Contract is essential in establishing a successful and sustainable partnership between Chinese and foreign companies. By following the format outlined in this article and including key components such as objectives, ownership, management, profit sharing, and dispute resolution, the parties can ensure a smooth and mutually beneficial cooperation.。
中外合资经营公司合同CONTRACT OF CHINESEFOREIGN EQUITY JOINT VENTURES1.1.1所依据的法规条文Applied Lawsand Regulations1. 依照《中外合资经营企业法》批准在中国境内设立的中外合资经营企业(以下简称合营企业)是中国的法人,受中国法律的管辖和保护。
1. Chinese-foreign equity joint ventures (hereinafter referred toas joint ventures) establishedwithin Chinese territory upon the approval in accordance with theLaw on Chinese-Foreign Equity Joint Ventures are Chinese legal persons, who shall be governed and protected by Chinese law.2. 在中国境内设立的合营企业,应当能够促进中国经济的发展和科学技术水平的提高,有利于社会主义现代化建设。
国家鼓励、允许、限制、或者禁止设立合营企业的行业,按照国家指导外商投资方向的规定及外商投资产业指导目录执行。
2. Joint ventures establishedwithin Chinese territory shall be able to promote the development of the economy and the enhancement of the science and technology of China and facilitate China’ssocialist modernization.Industries in which theestablishment of joint ventures is encouraged, permitted, restrictedor prohibited by the State shall be determined in accordance with provisions of the State in the Regulations on ForeignInvestment Guidelines and the Guideline Catalogue of Foreign Investment Industries.3. 在中国境内设立合营企业,必须经中华人民共和国对外贸易经济合作部(以下简称对外贸易合作部)审查批准。
批准后,由对外贸易经济合作部发给批准证书。
3. The establishment of a joint venture within Chinese territory shall be subject to the examination and approval by the Ministry of Foreign Trade and Economic Cooperation of the People’sRepublic of China (MOFTEC).Upon approval, MOFTEC shallissue a certificate of approvalthereof.4. 凡具备下列条件的,国务院授权省、自治区、直辖市人民政府或者国务院有关部门审批:(1)投资总额在国务院规定的投资审批权限以内,中国合营者的资金来源已经落实的;(2)不需要国家增拨原材料,不影响燃料、动力、交通运输、外贸出口配额等方面的全国平衡的。
依照前款批准设立的合营企业,应当报对外贸易合作部备案。
对外贸易合作部和国务院授权的省、自治区、直辖市人民政府或者国务院有关部门,以下统称审批机构。
4. The State Council shalldelegate to the people’sgovernments of the provinces, autonomous regions andmunicipalities directly under the Central Government or therelevant departments under theState Council the power to examine and approve joint ventures which meet the following conditions:(1) The total investment of a joint venture is within the amountlimited by the authority as granted by the State Council forexamination and approval of investment, and the source ofcapital of the Chinese party hasbeen ascertained; and(2) No additional allocation ofraw materials by the State isrequired and the national balancein respect of fuel, power,transportation, foreign tradeexport quota is not affected.Joint ventures established in accordance with provisions of the proceeding paragraphs shall be reported to MOFTEC for record.MOFTEC and the peopl e’s governments of provinces,autonomous regions,municipalities directly under the Central Government authorized by the State Council or the relevant departments under the StateCouncil shall hereinafter bereferred to as the examination and approval authority.5. 申请设立合营企业,由中外合营者共同向审批机构报送下列文件:(1)设立合营企业的申请书;(2)合营各方共同编制的可行性研究报告;(3)由合营各方授权代表签署的合营企业协议、合同和章程;(4)由合营各方委派的合营企业董事长、副董事长、董事人选名单;(5)审批机构规定的其他文件。
前款所列文件必须用中文书写,其中第(2)、(3)、(4)项文件可以同时用合营各方商定的一种外文书写。
两种文字书写的文件具有同等效力。
审批机构发现报送的文件有不当之处的,应当要求限期修改。
5. When applying forestablishing a joint venture, the Chinese and foreign partners shall jointly submit the followingdocuments to the examination and approval authority:(1) an application for the establishment of the joint venture;(2) the feasibility study report jointly prepared by the parties tothe joint venture;(3) the joint venture agreement, contract and articles of association executed by the duly authorized representatives of the parties to the joint venture;(4) list of the candidates for the chairman, vice-chairman and directors of the joint venture nominated by the parties to thejoint venture; and(5) other documents specified by the examination and approval authority.The documents listed in the proceeding paragraphs must bewritten in Chinese, among them. Documents (2), (3) and (4) may be written simultaneously in a foreign language agreed upon by the parties to the joint venture. Documents written in both languages shall be equally authentic.If anything inappropriate isfound in the documents submitted, the examination and approval authority shall require that it be amended within the specified time.6. 审批机构自接到本条例第五条规定的全部文件之日起,3个月内决定批准或不批准。
6. The examination and approval authority shall, within threemonths of the receipt of all the documents stipulated in Article 5 of these regulations, decide whetherto approve or not to approve such documents.7. 申请者应当自收到批准证书之日起1个月内,按照国家有关规定,向工商行政管理机关办理登记手续。
合营企业的营业执照签发日期,即为该合营企业的成立日期。
7. The applicant shall, within one month of the receipt of thecertificate of approval, go through the registration procedures withthe administrative authority of industry and commerce inaccordance with the relevant stipulations of the State. The dateon which the business license of a joint venture is issued shall be the date of the establishment of thejoint venture.1.2.1成立公司Establishment of Company1. 根据《中华人民共和国中外合资经营企业法》和中国其他有关法律法规,上海太阳有限公司(以下简称“甲方”)与沃伦有限公司(以下简称“乙方”)本着平等互利的原则,通过友好协商,同意在中华人民共和国(“中国”)上海共同成立一家合资经营公司(“合营公司”),特签订本合资经营合同(“合同”)。