The agreement is a social life, collaboration between the two sides or several parties, in order to protect their legitimate rights and interests, by both sides or several parties **** with the consultation to reach an agreement, signed the written materials. The following is my organization's equipment into the cooperation agreement model, take a look together.
Party A: _____ Address: _____ ID: _____
Party B: _____ Address: _____ ID: _____
A, B both sides due to *** with the investment in the establishment of _____ Limited Liability Company (hereinafter referred to as "the company ") matters, special on the basis of friendly consultation, according to the "Chinese People's *** and State Contract Law", "Company Law" and other relevant legal provisions, to reach the following agreement.
I. The name, residence, legal representative, registered capital, business scope and nature of the company to be established
1. Name of the company: ______ Limited Liability Company
2. Residence: _____
3. Legal representative: _____
4, Registered capital: _____ yuan
5, business scope: _____, specific to the business sector to approve the operation of the project shall prevail.
6, nature: the company is a limited liability company established in accordance with the "Company Law" and other relevant legal provisions, A, B and each of the two parties to its registration of the amount of capital contributed to the company's responsibility.
Second, the shareholders and their contributions to the shares
The company was established by the shareholders of A and B *** with the investment, the total investment of 50,000 yuan, including start-up capital and registered capital of the two parts, of which:
1, start-up capital _____
(1) Party A contributed 250,000 yuan, accounting for 5% of the start-up capital;
(2) Party B contributes 250,000 yuan, accounting for 5% of the start-up capital;
(3) The start-up capital is mainly used for the company's preliminary expenses, including leasing, decoration, purchase of office equipment, etc., and if there is any surplus as the liquidity of the company after the opening of the shareholders shall not be withdrawn.
(4) Before the opening of the company's account, the start-up funds are deposited in a temporary account designated by both A and B **** the same (account bank: __________ account number: _____), after the company opens, the balance in the temporary account will be transferred to the company's account.
(5) Both A and B shall transfer the start-up funds payable by each of them to the said temporary account within _____ days from the date of signing of this Agreement.
2. Registered capital (this) 50,000 yuan
(1) Party A contributes 250,000 yuan in cash as capital contribution, accounting for 5% of the registered capital;
(2) Party B contributes 250,000 yuan in cash as capital contribution, accounting for 5% of the registered capital;
(3) This registered capital is mainly used for the registration of the company and for the working capital after the opening of the company, and may not be withdrawn by the shareholders.
(4) Both A and B shall deposit the registered capital payable by each of them into the company's account within 7 days from the date of opening of the company's account.
3. If either shareholder violates the above agreement, he/she shall be liable for the corresponding breach of contract according to paragraph 1 of Article 8 of this Agreement.
Third, the company's management and division of functions
1, the company does not have a board of directors, there are executive directors and supervisors, the term of office is three years.
2, Party A is the executive director and general manager of the company, responsible for the daily operation and management of the company, specific duties include:
(1) for the establishment of the company's registration procedures;
(2) according to the company's operational needs to recruit staff (financial accountants must be appointed by the A and B **** the same);
(3) approval of day-to-day matters (involving the development of major matters, shall be in accordance with the provisions of this document). Development of major matters, shall be dealt with in accordance with paragraph 5 of Article 3 of this Agreement; Party financial approval authority for the following ____ yuan, more than the amount of this authority, shall be signed by both parties **** with the approval of the implementation)
(4) the company's daily operation of the need for other duties.
3, Party B serves as the company's supervisor, specifically responsible for:
(1) the Party's operations and management of the necessary assistance;
(2) check the company's finances;
(3) supervise the Party to carry out the company's duties;
(4) other duties provided for in the articles of association of the company.
4. Party A's salary and remuneration shall be _____ Yuan/month, and Party B's salary and remuneration shall be _____ Yuan/month, both of which shall be paid from the temporary account or the company's account.
5. Handling of important matters
The company does not have shareholders' meeting, in case of the following important matters, it shall be carried out only after A and B have reached a unanimous resolution:
(1) Proposed guarantees to be provided by the company for the shareholders, other enterprises and individuals;
(2) Decision of the company's business policy and investment plan;
(3) The Company Law other matters stipulated in Article 38.
For the decision-making of the above major matters, if A and B do not agree, under the principle of not jeopardizing the interests of the Company, they shall be dealt with in the following manner: __________.
6, in addition to the above major matters need to be discussed, A and B agreed that the shareholders of the regular meeting once a week to summarize the company's last stage of operation, and the next stage of the company's operations for the deployment of the plan.
Fourth, funds, financial management
1, before the establishment of the company, the funds by the temporary account of the unified income and expenditure, and by the A and B *** with the supervision and use of a party to the other side of the use of funds have objections to the other party to give a reasonable explanation, or else a party has the right to require the other party to compensate for the loss.
2, after the establishment of the company, the funds will be opened by the company account unified income and expenditure, financial unity by the A and B **** with the appointment of financial accountants to deal with. The company's accounts should be clear on a monthly basis, and provide relevant statements in a timely manner to the A and B signed for the record.
V. Profit and loss distribution
1, profit and loss, A and B in accordance with the proportion of paid contributions to share and bear.
2, the company's after-tax profit, in the company to make up for the previous quarter's losses, and withdraw the legal reserve (1% of after-tax profit) before the shareholders dividends. Shareholders dividends for the specific system:
(1) the time of dividends: the first day of the first month of each quarter to share the profits of the previous quarter.
(2) the amount of dividends: 6% of the remaining profits of the previous quarter, A and B according to the proportion of paid contributions.
(3) The company's legal reserve has accumulated to more than 5% of the company's registered capital and can no longer be withdrawn.
Sixth, the agreement of transferring or withdrawing shares
1, transferring shares: within _____ years from the establishment of the company, the shareholders are not allowed to transfer their shares. Since the _____ year, with the consent of one shareholder, the other shareholder may transfer the equity, at which time the non-transferring party shall have a preferential right to the equity to be transferred.
If a shareholder transfers all of his/her shareholding to another party resulting in a change in the nature of the company to a one-member limited liability company, the transferring party shall be responsible for the registration of the change, but if the company loses its legal personality as a result of the unlawful transfer of the shareholding, the transferring party shall bear the main responsibility.
If the shares are to be transferred to a third party, the third party's capital and management ability shall not be lower than that of the transferor, and the consent of the non-transferring party shall be obtained separately.
If the transferor transfers the shares in violation of the above agreement, the transfer shall be invalid, and the transferor shall pay the non-transferring party the liquidated damages of __________.
2. Withdrawal of shares:
(1) A shareholder shall first settle his/her personal debts to the company (including but not limited to the shareholder's borrowing from the company, the shareholder's behavior causing the company to suffer losses and have to compensate the company, etc.) and obtain the other shareholder's consent in writing before withdrawing from the company, otherwise the withdrawal of shares shall be invalid, and the party who intends to withdraw from the company shall still enjoy and bear the shareholders' rights and obligations.
(2) Withdrawal of shares by shareholders:
If the company has profit, 6% of the total profit of the company will be distributed in accordance with the proportion of the shareholders' paid-in capital, and the other 4% will be used as the company's depreciation of assets, and the party who wishes to withdraw from the company shall not request for the distribution of such profit. After the dividend distribution, the withdrawing party will be entitled to a refund of the total amount of his/her original investment.
If the company is not profitable, then 8% of the total assets of the company will be distributed according to the shareholders' contribution, and the other 2% will be used as depreciation expense of the company, which the withdrawing party cannot claim. In this case, the withdrawing party shall not be able to claim the return of its original total investment.
(3) Any time the withdrawal of shares is settled in cash.
(4) If the nature of the company changes due to the withdrawal of shares by one of the parties, the withdrawing party shall be responsible for the registration of the changes after the withdrawal of shares.
3, capital increase: If the company's reserve fund is insufficient, the need for capital increase, the shareholders in accordance with the proportion of capital increase, if all shareholders agree to negotiate to determine the specific circumstances of other methods of capital increase. If the increase of third party shares, the third party should recognize the contents of this agreement and share and assume the rights and obligations of shareholders under this agreement, at the same time, share matters must be unanimous consent of all shareholders.
VII. Termination of the agreement
1, the following circumstances occur, this agreement will be terminated: 1, the company failed to set up for objective reasons; 2, the company's business license has been revoked according to law; 3, the company has been declared bankruptcy according to law; 4, A and B both agree to terminate this agreement.
2, after the dissolution of this agreement: (1) A and B **** with the liquidation, if necessary, can be hired to participate in the liquidation of the neutral party. (2)If there is any surplus after liquidation, A and B must settle all the debts of the company before they can ask for the return of capital contribution and distribution of the remaining property according to the proportion of capital contribution. (3) If there is a loss after liquidation, the parties to share the proportion of capital, in the case of shareholders have to bear joint and several liability for the company's debts, the parties to repay the proportion of capital.
VIII. Liability for breach of contract
1, either party violated the agreement, did not pay the full amount of contributions on time, must be made up within days, which caused the company failed to set up as scheduled or caused losses to the company, the company and the abiding party to bear the responsibility of compensation.
2, in addition to the above capital contribution default, either party violates the agreement so that the company's interests suffered losses, shall be liable to the company, and pay liquidated damages of _____ yuan to the contracting party.
3. Other default responsibilities agreed in this Agreement.
Nine, other
1, this agreement is effective from the date of the signatures of A and B, the two sides signed a supplementary agreement by the two sides to sign a separate supplementary agreement, the supplementary agreement and the agreement has the same legal effect.
2, this agreement involves the internal rights and obligations of both parties, if inconsistent with the articles of association, this agreement shall prevail.
3, due to the dispute arising from this agreement, both parties should try to negotiate a solution, such as consultation fails, the dispute can be submitted to the company's domicile in the people's court of competent jurisdiction to resolve the litigation.
4, this agreement in two copies, A, B, each party to a, with the same legal effect.
Party A (signature) _____ ? Party B (signature) _____
Signing time: year month day