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(one-person limited liability company)

Articles of Association of a limited (liability) company without a board of directors

(reference format)

Chapter I General Provisions

Article 1 In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law) and relevant laws and regulations, a limited liability is established by capital contribution.

article 2 in case of any inconsistency between the articles of association and laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

chapter ii company name and domicile

article 3 company name:

article 4 residence:

chapter iii business scope of the company

article 5 business scope of the company: (note: please fill in the approval items according to the approved scope of the license here); Laws, administrative regulations, the State Council decided to prohibit, shall not operate; Where the laws, administrative regulations and the State Council decisions require permission, it can only operate after being approved by the examination and approval authorities and registered by the administrative department for industry and commerce; If the laws, administrative regulations and the State Council decisions do not provide for permission, they shall independently choose business projects to carry out business activities.

chapter iv registered capital of the company, names of shareholders, modes of contribution,

amount of contribution

article 6 registered capital of the company: 1, yuan.

Article 7 The name, amount and mode of contribution of shareholders are as follows:

Name or name of shareholders, amount of contribution (ten thousand yuan), mode of contribution, time of contribution

(date of issuance of capital verification report)

Chapter V Organization of the Company and its formation method, powers and rules of procedure

Article 8 Shareholders shall exercise the following powers:

(1)

(2) to elect and replace the executive directors and supervisors who are not staff representatives, and to decide on the remuneration of the executive directors and supervisors;

(3) to examine and approve the report of the executive director;

(4) to review and approve the report of the supervisor;

(5) to review and approve the company's annual financial budget and final accounts;

(6) to examine and approve the company's profit distribution plan and plans to make up for losses;

(7) to make a decision on increasing or decreasing the registered capital of the company;

(8) to make a decision on the issuance of corporate bonds;

(ix) To make decisions on the merger, division, dissolution, liquidation or change of corporate form of the company;

(1) amending the articles of association;

(11) other functions and powers stipulated in the articles of association.

article 9 the decisions made by the shareholders on the company's business policy and investment plan shall be made in writing and signed by the shareholders.

article 1 the company does not have a board of directors, but has an executive director, who is elected by the shareholders. The term of office of the executive director is years (note: less than 3 years), and may be re-elected at the expiration of the term.

Article 11 The executive director shall exercise the following powers:

(1) Responsible for reporting to shareholders;

(2) implementing the decisions of shareholders;

(3) to examine and approve the company's business plan and investment plan;

(4) to formulate the company's annual financial budget and final accounts;

(5) to formulate the company's profit distribution plan and loss recovery plan;

(6) to formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;

(7) to formulate plans for merger, division, change of corporate form and dissolution of the company;

(8) to decide on the establishment of the company's internal management organization;

(9) to decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;

(1) to formulate the basic management system of the company;

(11) other functions and powers stipulated in the articles of association.

article 12 the company shall have a manager, whose appointment or dismissal shall be decided by the executive director. The manager is responsible to the executive director and exercises the following powers:

(1) To preside over the production, operation and management of the company and organize the implementation of shareholders' decisions;

(2) organizing the implementation of the company's annual business plan and investment plan;

(3) to draw up a plan for the establishment of the company's internal management organization;

(4) to formulate the basic management system of the company;

(5) to formulate specific rules of the company;

(6) to propose the appointment or dismissal of the company's deputy manager and financial officer;

(7) to decide on the appointment or dismissal of the responsible management personnel other than those decided by the shareholders;

(8) Other powers granted by shareholders.

article 13 the company does not have a board of supervisors, but has supervisors (note: 1-2 persons) elected by shareholders;

the term of office of the supervisor is three years, and the supervisor may be re-elected at the expiration of the term.

Article 14 The supervisor shall exercise the following functions and powers:

(1) Check the company's financial affairs;

(2) to supervise the actions of the executive directors and senior managers in performing their duties, and to put forward suggestions for the removal of the executive directors and senior managers who violate laws, administrative regulations, the Articles of Association or the decisions of shareholders;

(3) When the actions of the executive directors and senior managers harm the interests of the company, ask the executive directors and senior managers to correct them;

(4) submit proposals to the shareholders' meeting;

(5) institute legal proceedings against the executive directors and senior managers in accordance with Article 152 of the Company Law;

(6) other functions and powers as stipulated in the articles of association.

chapter VI legal representative of the company

article 15 the executive director is the legal representative of the company, and shareholders have the right to replace the manager as the legal representative of the company when necessary.

Article 16 The legal representative shall exercise the following functions and powers:

(1) Check the implementation of shareholders' decisions and report to shareholders;

(2) signing relevant documents on behalf of the company;

(3) to exercise special adjudication power and disposal power on the company's affairs in case of war, catastrophic natural disasters and other emergencies, provided that such adjudication power and disposal power are in line with the company's interests and shall be reported to shareholders afterwards.

chapter VII other matters that shareholders think need to be stipulated

article 17 the business term of the company is years, counting from the date when the company's business license is issued.

Article 18 Under any of the following circumstances, the liquidation group of the company shall apply to the original company registration authority for cancellation of registration within 3 days from the date when the liquidation of the company ends:

(1) The company is declared bankrupt according to law;

(2) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur, except that the company survives by amending the articles of association;

(3) the shareholders decide to dissolve;

(4) Its business license is revoked, ordered to close down or revoked according to law;

(5) The people's court shall dissolve it according to law;

(6) other dissolution situations as stipulated by laws and administrative regulations.

Chapter VIII Supplementary Provisions

Article 19 The registered items of a company shall be subject to the approval of the company registration authority.

article 2 the articles of association shall be made in duplicate, and one copy shall be submitted to the company registration authority.

personal signature of natural person shareholders:

or official seal of shareholders of legal entity:

year month day

(one-person limited liability company)

establishment of board of directors (reference format)

Articles of association of limited (liability) company

Chapter I General Provisions

Article 1 is based on the Company Law of the People's Republic of China.

article 2 in case of any inconsistency between the articles of association and laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

chapter ii company name and domicile

article 3 company name:

article 4 residence:

chapter iii business scope of the company

chapter iv registered capital of the company, names of shareholders, modes of contribution,

amount of contribution

article 6 registered capital of the company: 1, yuan.

Article 7 The name, capital contribution and mode of contribution of shareholders are as follows:

Name of shareholders, capital contribution (ten thousand yuan), capital contribution mode, capital contribution time

(time of report issued by capital verification)

Chapter V Organization of the Company and its formation method, powers and rules of procedure

Article 8 Shareholders shall exercise the following powers:

(1)

(2) Electing and replacing directors and supervisors who are not staff representatives, and deciding on the remuneration of directors and supervisors;

(3) to examine and approve the report of the board of directors;

(4) to review and approve the report of the supervisor;

(5) to review and approve the company's annual financial budget and final accounts;

(6) to examine and approve the company's profit distribution plan and plans to make up for losses;

(7) to make a decision on increasing or decreasing the registered capital of the company;

(8) to make a decision on the issuance of corporate bonds;

(ix) To make decisions on the merger, division, dissolution, liquidation or change of corporate form of the company;

(1) amending the articles of association;

(11) other functions and powers stipulated in the articles of association.

article 9 the decisions made by shareholders on the company's business policy and investment plan shall be made in writing and signed by shareholders.

article 1 of the company has a board of directors, with 3-13 members (note: the number of members shall be 3-13), which shall be decided by shareholders. The term of office of directors is years (note: less than 3 years), and they may be re-elected at the expiration of the term.

the board of directors has a chairman and a vice-chairman, who are elected by the board of directors.

Article 11 The board of directors shall exercise the following functions and powers:

(1) Responsible for the shareholders' report;