Joint venture company contract sample
Joint venture company contract sample was released on: 2006-11-6
Contents
1) General provisions
p>2) Business purpose and business scope
3) Capital contribution
4) Responsibilities and obligations of the joint venture parties
5) Directors and the board of directors
6) Operation management organization
7) Labor management
8) Taxation, finance, accounting, auditing
9) Profit distribution
10) Term of joint venture, dissolution and liquidation
11) Liability for breach of contract and resolution of disputes
12) Text, effectiveness and other aspects of the contract
Joint venture contract
________, ________ (hereinafter referred to as Party A) and ____, ____, ____ (hereinafter referred to as Party B), in accordance with the "Law of the People's Republic of China on Sino-foreign Joint Ventures" (hereinafter referred to as the "Joint Venture Law") and other relevant laws and regulations of China, in accordance with the principle of equality and mutual benefit, and through friendly negotiation, we agree to jointly invest in the establishment of a joint venture in China, and hereby sign the following contract.
Chapter 1 General Provisions
Article 1 The parties to this contract are as follows:
Party A:
_______ (hereinafter referred to as Party A1 )
Legal address: ________Legal representative: ________
________ (hereinafter referred to as Party A2)
Legal address: _________
Legal representative: _________
Party B:
________ (hereinafter referred to as Party B1)
Legal address: _________
Legal representative Person: _________
________ (hereinafter referred to as Party B)
Legal address: _________
Legal representative: _________
________( Hereinafter referred to as Party B3)
Legal address: _________
Legal representative: _________
Article 2 Party A1 and Party A2 stipulate in this contract Party A shall be jointly and severally liable and contractually obligated to perform all the terms that Party A shall perform; Party B 1, Party B 2, and Party B 3 shall be jointly and severally responsible for all the terms that Party B shall perform as stipulated in this contract. Responsibilities and obligations are the same.
Article 3 The name of the joint venture is ________, and its English name is ________ (hereinafter referred to as the "joint venture company").
Legal address: ____
Article 4 The joint venture is a Chinese legal person and shall abide by Chinese laws, regulations and relevant regulations and provisions and be governed and protected by them.
Article 5 A joint venture company is a limited liability company. The liability of the joint venture parties to the joint venture company is limited to the amount of capital contribution subscribed by each party. Share profits and share risks and losses according to their respective proportions of investment in registered capital.
Article 6: According to the decision of the board of directors, the joint venture company may establish branches in China or abroad after approval by the relevant government departments.
Chapter 2 Business Purpose and Business Scope
Article 7 The business purpose of the joint venture is: to use scientific business management methods to provide leasing services to domestic and foreign users, and to assist domestic The technological transformation and equipment updating of enterprises support domestic users’ export earnings and export leasing of machinery and equipment, and promote economic exchanges and technical cooperation between China and ____ and other countries and regions.
Article 8 The business scope of the joint venture is as follows:
1. According to the needs of the People’s Republic of China and domestic and foreign users, operate various advanced products produced at home and abroad. Applicable to the leasing, sub-lease, leasing and sale of leased assets of machinery, electrical appliances, equipment, transportation tools, various instruments, electronic computers, etc., as well as advanced technology.
2. Directly purchase the technical leased items needed to operate the aforementioned leasing business from domestic or foreign sources.
3. Introduction, guarantee and consultation of leasing business.
Chapter 3 Capital Contribution
Article 9
1. The total investment and registered capital of the joint venture company are both ____ yuan. The capital contribution ratio of Party A and Party B is ×%, and the capital contribution amount is ____ yuan each.
2. The capital contribution proportions and cash payment amounts of the joint venture parties are as follows:
Party A1: ____%____ yuan, of which ____ yuan will be paid in RMB equivalent to its value .
Party A2: ____%____ yuan, of which ____ yuan shall be paid in RMB equivalent to its value.
Party B 1: ____%____ yuan
Party B 2: ____%____ yuan
Party B 3: ____%____ yuan
< p>3. Within ____ working days after the joint venture company receives the business license, all parties to the joint venture shall remit all the above-mentioned capital contributions to the joint venture company’s account in Bank of China.4. When investing in RMB, the conversion rate between RMB and US dollars shall be based on the foreign exchange rate announced by the State Administration of Foreign Exchange of China on the day of payment.
5. During the joint venture period, the joint venture company cannot reduce its registered capital.
6. After all parties to the joint venture pay the capital contribution, an accountant registered in China shall verify and issue a capital verification report, upon which the joint venture company shall issue a capital contribution certificate.
7. During the period of the joint venture, any party to the joint venture shall not transfer or mortgage the capital contribution certificate issued by the joint venture company, or use it as the object of a third party's claim against the joint venture company.
Article 10
1. The increase, transfer or other disposal of the registered capital of a joint venture company shall be approved by the board of directors meeting, submitted to the original approval authority for approval, and then reported to the original registration management The organization handles the change registration procedures.
2. If any of the joint venture parties transfers all or part of the capital contribution, the other joint venture parties have the right of first refusal. The conditions for any party to the joint venture to transfer the capital contribution to a third party shall not be more favorable than the conditions for transfer to other joint venture parties. The joint venture parties in this paragraph are Party A1, Party A2, Party B1, and Party B2. Party B and Party B.
3. Under the condition that the capital contribution ratios of Party A and Party B remain equal, the capital contributions of Party A and Party B can be transferred to each other internally.
Chapter 4 Responsibilities and Obligations of the Joint Venture Parties
Article 11: The joint venture parties shall give full play to their respective characteristics and strengths and undertake responsibilities in order to support the establishment and business development of the joint venture company. The following responsibilities and obligations:
1. Responsibilities of Party A
(1) Responsible for applying to the relevant Chinese government departments for approval for the establishment of a joint venture company, and obtaining approval certificates, business licenses, etc. formalities.
(2) Assist in renting office space and purchasing office supplies.
(3) Introduce and recommend rental users and projects.
(4) Provide domestic financial and leasing market information.
(5) Assist the joint venture company to establish branches in China.
(6) Recommend outstanding management personnel and other personnel to the joint venture company.
(7) Assist in handling entry visa, long-term residence permit, travel permit and other procedures for foreign personnel in the joint venture company.
(8) Assist in raising foreign exchange and RMB funds.
2. Party B’s responsibilities
(1) Use the business network in ____ and other countries around the world to promote the leasing business of the joint venture company, and introduce and recommend leasing users and services to the joint venture company. project.
(2) Introduce and recommend technologically advanced and reasonably priced rental items produced in countries around the world
.
(3) Assist the joint venture company in leasing equipment abroad and exporting the lessee’s products.
(4) Provide information on international financial markets, leasing business, and various contract texts required to carry out leasing business.
(5) Assist in credit investigation of foreign users.
(6) Conduct business training for company employees at the location of the joint venture company or ____.
(7) Assist the joint venture company to use registered capital to purchase transportation, communication equipment and office equipment in foreign countries.
(8) Assist joint ventures to raise funds abroad under preferential terms.
Chapter 5 Directors and Board of Directors
Article 12 Dispatch of Directors
1. There are ***____ directors of the joint venture company, including Party A Party B will send ____ people, and Party B will send ____ people.
2. The term of office of directors is ____ years and may be re-elected. The replacement or replacement of a director must be notified to the board of directors in writing by the original dispatching party, and the term of the director shall be limited to the remaining term of the predecessor.
Article 13 Responsibilities of Directors
1. Directors of the joint venture company shall attend the board of directors, propose proposals, and exercise voting rights for proposals that require review and approval.
2. Directors are non-resident and do not receive remuneration in the joint venture company. However, if a director holds a resident position in a joint venture company, he will enjoy a salary corresponding to his position.
Article 14 Chairman and Vice Chairman
1. The board of directors of the joint venture company shall have one chairman and one vice chairman. The chairman of the board shall be a director sent by Party A, and the vice chairman shall be a director sent by Party B.
2. The chairman is the legal representative of the joint venture company and is responsible for convening and presiding over the board of directors.
3. The vice chairman assists the chairman in his work. When the chairman of the board of directors is unable to perform his duties, he shall authorize the vice chairman of the board of directors or other directors to exercise authority on behalf of the joint venture company.
4. The terms of office of the chairman and vice-chairman are the same as those of directors.
Article 15 Convening of the Board of Directors
1. The board of directors of the joint venture company shall be composed of all directors dispatched by all parties to the joint venture, and each director shall have one vote.
2. In principle, the board of directors meets once a year, usually within ________ months after the end of the joint venture's business year, at the location of the joint venture's headquarters.
3. After discussion, the chairman and the vice-chairman deem it necessary or when more than 1/3 of the directors propose to convene a meeting, an extraordinary board meeting shall be convened.
4. The chairman of the board of directors shall send the notice and resolution of the board of directors meeting in writing to all directors at least 3 weeks before the meeting.
5. More than 2/3 of the directors must attend the board meeting. If a director is unable to attend, he may issue a letter of appointment to another director to attend and vote instead, but one director can only substitute for one person at most.
6. The minutes of the board meeting shall include the key points and conclusions of the meeting agenda. After being signed by the host and the directors participating in the meeting, they shall be originally kept in the joint venture company.
Article 16 Responsibilities of the Board of Directors
1. The Board of Directors is the highest authority of the joint venture company and decides on all major matters of the joint venture company. At the same time, it has the right to lead and supervise the joint venture.
2. The responsibilities of the board of directors are as follows:
(1) Modify the articles of association of the joint venture company.
(2) Decide on matters such as extension of the joint venture period, early termination and dissolution of the joint venture company.
(3) Decide on the increase, transfer or other capital-related matters of registered capital.
(4) Appoint and remove the general manager, deputy general manager and members of the operating committee of the joint venture, and hire a chief accountant, etc.
(5) Decide to merge with other economic organizations, transfer all or a significant part of the joint venture’s assets, and receive important assets from other economic organizations, etc.
(6) The establishment and cancellation of domestic and foreign branches, subsidiaries, and foreign agencies.
(7) Approve the final financial accounts and determine the withdrawal ratio, profit distribution or loss treatment method for the three funds of the joint venture.
(9) Determine accounting rules and fund raising policies.
(10) Decide on the establishment and changes of the joint venture’s organizational structure. Approve regulations on employee wages, bonuses, benefits, medical care, remuneration and other labor management aspects.
(11) Determine the treatment of resident directors and senior staff.
(12) Review and approve the business reports submitted by the general manager and the operating committee.
(13) Review and approve proposals proposed by directors.
(14) Determine the rules and regulations regarding the operation and management of the joint venture company.
(15) Decide on other important matters.
3. Resolutions regarding items (1) to (9) above must be passed by all directors present at the meeting. Regarding resolutions (10) to (15), decisions can be made after the consent of more than 2/3 of the directors present at the meeting.
Chapter 6 Operation and Management Organization
Article 17 General Manager and Deputy General Manager
1. The joint venture company shall have one general manager and one deputy general manager 1 person. Each term is ____ years and can be re-elected. The first general manager shall be recommended by Party B from among the dispatched directors, and the deputy general manager shall be recommended by Party A from among the dispatched directors and appointed by the board of directors. After the expiration of the first general manager and deputy general manager, each general manager and deputy general manager will be recommended by Party A and Party B in turn and appointed by the Board of Directors.
Upon appointment by the board of directors, the chairman, vice chairman and directors may concurrently serve as the general manager and deputy general manager of the joint venture company.
2. The joint venture company implements a general manager responsibility system under the leadership of the board of directors. The responsibilities of the general manager are:
(1) Represent the joint venture company externally within the scope of authorization of the board of directors.
(2) According to the decisions of the board of directors and operating committee, arrange and lead the daily operation and management of the joint venture company.
(3) As the director of the Management Committee, convene and preside over the meetings of the Management Committee.
(4) Decide on leasing proposals within the scope authorized by the board of directors, provide credit proposals and fund raising.
3. The deputy general manager assists the general manager in the management of the joint venture’s overall business. And can also serve as department manager.
4. The general manager and deputy general manager cannot concurrently serve as the general manager or deputy general manager of other external economic organizations, and cannot participate in the competition between other economic organizations for the joint venture company.
Article 18 Operating Committee
1. The joint venture company shall establish an operating committee. The operating committee consists of the general manager, deputy general managers and other senior personnel, and the members are appointed by the board of directors. The chairman of the operating committee is the general manager, and the deputy director is the deputy general manager.
2. The operating committee meeting is held once a month. If a member is unable to attend a meeting, he or she may entrust another member to attend the meeting on his behalf. A temporary operating committee may be convened at any time if any member of the committee requests a meeting.
Article 19 The responsibilities of the Operating Committee are:
1. Formulate proposals to be submitted to the Board of Directors meeting for discussion.
2. Approval of leasing projects that exceed the authority of the general manager and other credit-providing schemes.
3. Approval of fund raising that exceeds the authority of the general manager.
4. Establishment and cancellation of domestic business agencies.
5. Execute matters decided at the board of directors meeting.
6. Specific formulation of the rules and systems of the joint venture company.
7. Appoint and remove managers below the department manager.
8. According to the labor management regulations of the joint venture company, make specific decisions on employee hiring, dismissal, wages, bonuses, side benefits, medical care and other matters.
9. Decide on employee training plans.
10. Submit annual financial report, profit distribution plan and regular business reports to the board of directors. --Resolutions in item 4 must be approved by all members present at the meeting before they can be decided. Items 5-10 can be decided with the consent of more than 2/3 of the committee members present at the meeting.
Chapter 7 Labor Management
Article 20: The employment, dismissal, wages, labor protection, welfare, rewards and punishments of joint venture company employees shall be governed by the provisions of the People's Republic of China and Sino-foreign Joint Ventures "Enterprise Labor Management Regulations" and other implementation regulations are drafted by the board of directors and stipulated in labor contracts signed by the joint venture company and its labor union or individually.
Article 21 Issues such as employment, wages, social insurance, welfare, and travel expense standards for senior staff recommended by Party A and Party B shall be discussed and decided by the board of directors.
Chapter 8 Taxation, Finance, Accounting and Auditing
Article 22 The joint venture company shall pay taxes in accordance with the relevant laws and regulations of China.
Article 23 The financial and accounting systems of the joint venture company shall be formulated in accordance with the relevant laws and financial accounting systems of China and combined with the company's situation, and shall be reported to the local financial department and tax authorities for filing. .
Article 24 A joint venture company shall comply with the provisions of the Joint Venture Law. Draw down reserve funds, corporate development funds and welfare and incentive funds. The annual withdrawal rate shall be discussed and determined by the board of directors based on the operating conditions of the joint venture.
Article 25 The joint venture company shall use ____ currency as its accounting standard currency. According to the principle of accrual accounting, debit and credit accounting is used.
Article 26 The fiscal year of the joint venture company shall be from January 1st to December 31st every year. All accounting vouchers, subpoenas, statistical tables, and account books are written in Chinese. Important accounting vouchers, account books, and statistical tables must also be written in English.
Article 27 The joint venture company shall open RMB and foreign exchange accounts at Bank of China. Accounts can also be opened at other approved and designated domestic and foreign banks.
Article 28 For the financial audit of the joint venture company, a Chinese certified public accountant should be hired to review and audit, and the results should be reported to the general manager or the board of directors.
Article 29: Each party to a joint venture may dispatch its own auditor to the joint venture company to inspect the accounting books, and the expenses shall be borne by the sending party.
Article 30 The directors of the joint venture company or the agent holding a letter of appointment of the director may read and inspect the accounting books and other calculation records of the joint venture company at any time.
Article 31: If the board of directors decides to distribute the distributable profits after the company withdraws the three funds, it shall be distributed according to the proportion of capital contribution of all parties in the company and according to the accounting year.
Article 32 No profits shall be distributed until the losses in the previous year have been fully compensated. Profits not distributed in previous years may be incorporated into the current year's profit distribution.
Article 33 The net profits shared by Party B may be repatriated abroad after paying taxes in accordance with Chinese tax laws.
Article 34 Within the first four months of each business year, the general manager shall formulate the balance sheet, profit and loss calculation statement and profit distribution plan for the previous year, and submit them to the board of directors for review.
Chapter 10 Joint Venture Term, Dissolution and Liquidation
Article 35 The term of the joint venture is: ____ years from the date of issuance of the joint venture’s business license.
If either party proposes an extension and it is approved by the board of directors, it can apply to the Ministry of Foreign Economic Relations and Trade ____ years before the expiration of the joint venture.
Article 36 If any of the following circumstances occurs to a joint venture company, it may be declared disbanded with the approval of the Ministry of Foreign Economic Relations and Trade:
1. The joint venture company’s joint venture term expires.
2. The joint venture company suffered heavy losses and lost the ability to continue operating.
3. Any party of the joint venture company violates the provisions of this contract or the articles of association of the joint venture company, causing the joint venture company to be unable to continue operating.
4. Due to war or other force majeure reasons, the joint venture company suffered heavy losses and found it difficult to maintain operations.
5. The company cannot achieve its business objectives and has no possibility of development.
Article 37
1. When the joint venture company expires or is dissolved midway in accordance with the provisions of the previous article, the board of directors shall discuss the liquidation procedures, principles and candidates for the liquidation committee. Submission to the competent authorities of the enterprise shall be subject to review and supervision of liquidation.
2. The candidates for the liquidation committee are generally selected from the directors of the joint venture company. When a director is unable to serve as a member of the liquidation committee or is not suitable to serve as a member, the joint venture company may hire an accountant or lawyer registered in China as a member.
Liquidation expenses and remuneration of members of the liquidation committee shall be paid first from the property of the joint venture company.
3. The tasks of the liquidation committee are: to conduct a comprehensive investigation of the joint venture's properties, claims, debts, etc., prepare a balance sheet and property catalog, propose property valuation and calculation basis, and decide on a liquidation method. The liquidation method will be implemented by the liquidation committee after being resolved by the board of directors. During the liquidation period, the liquidation committee can sue or respond to lawsuits on behalf of the joint venture company.
Article 38
1. When the joint venture term ends or is dissolved, the joint venture company shall bear liability for debts based on its total assets.
2. When assets are transferred or disposed of, equivalent foreign exchange must be obtained for foreign exchange assets to settle foreign exchange debts.
3. When there are remaining assets that cannot be transferred or disposed of, Party ____ must take over all the remaining assets and liquidate the debts with an appropriate evaluation amount.
4. The remaining assets after repaying debts, which exceed the value-added portion of the registered capital, will be distributed according to the capital contribution proportions of the joint venture parties after paying taxes in accordance with the provisions of Chinese tax laws.
5. The foreign exchange portion of the remaining property distributed to Party B can be remitted abroad after paying taxes in accordance with the provisions of Chinese tax laws.
Article 39 After the liquidation of the joint venture company is completed, the liquidation committee shall submit a liquidation report to the board of directors. After obtaining the approval of the board of directors, it shall report to the Ministry of Foreign Economic Relations and Trade, and at the same time, go to the Administration for Industry and Commerce for cancellation. The procedures for registration and cancellation of business licenses shall be announced to the public.
Article 40 When this contract is terminated due to the expiration of the joint venture term, dissolution or other reasons, any party to the joint venture cannot continue to use the name of the joint venture company in any company in which it invests.
Article 41 After the joint venture company is disbanded, the originals of various documents and account books shall be kept by Party A1, and their copies shall be kept by all joint venture parties other than Party A2.
Chapter 11 Liability for Breach of Contract and Resolution of Disputes
Article 42
1. Either party fails to comply with the provisions of Article 9 of this contract, If the capital contribution is paid on time, starting from the 15th day, for every one month overdue, the defaulting party shall pay a penalty equivalent to ____% of its capital contribution to the non-defaulting party. For three months overdue, in addition to the payment In addition to the fine of ____% of the accumulated capital contribution, the other joint venture parties have the right to terminate this contract in accordance with paragraph 3 of Article 36 of this contract and require the defaulting party to compensate for losses.
2. If any party to the joint venture violates this contract and the contract cannot be performed, the breaching party shall bear financial responsibility.
Article 43
1. If a dispute occurs during the interpretation or performance of this contract or the articles of association of the joint venture company, the parties to the dispute must act in a manner that does not harm the interests of the joint venture company. Taking the damage as the premise, conduct friendly consultations to seek a solution to the problem.
2. If the matter cannot be resolved through negotiation, it can be submitted to arbitration. The arbitration shall be conducted in the country where the defendant is located. If the defendant is Party A, the arbitration shall be conducted by the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade. If the defendant is Party B, the arbitration shall be conducted by the Arbitration Association of ____Country_______.
The award of the arbitration institution is final and binding on both parties.
The arbitration fees shall be borne by the losing party.
3. During the dispute resolution period, except for the matters in the dispute, the parties to the joint venture must continue to abide by and perform other matters stipulated in this contract and the articles of association of the joint venture company.
4. The language used in the arbitration shall be English.
Article 44 The validity, interpretation, performance and resolution of disputes of this contract shall be governed by the laws of the People's Republic of China.
Chapter 12 Text, Effectiveness and Others of the Contract
Article 45 This contract is written in Chinese and ____ documents, and both texts are equally valid.
Article 46
1. After signing, this contract shall be submitted to the Ministry of Foreign Economic Relations and Trade for approval and shall take effect from the date of approval.
2. Amendments, changes, and supplements to the terms of the contract shall be negotiated by the joint venture parties and unanimously agreed in writing, and then reported to the Ministry of Foreign Economic Relations and Trade for approval. Once approved, they shall have the same effect as this contract.
3. Matters not specified in this contract shall be decided by the joint venture parties through negotiation in accordance with the Joint Venture Law and relevant laws.
Article 47 The address for sending documents to the joint venture parties shall be the legal addresses of the parties recorded in Article 1 of this contract.
Article 48 This contract was signed by the authorized representatives of all parties to the joint venture in ____, China, on ____ month ____, _________.
Signature of the Chinese representative: ______________ Signature of the foreign representative: ______________
Date: ____________ Date: ____________
This is very comprehensive. See if you can use it .