Articles of Association is an important component for company formation in China, as the corporation law stipulates that the establishment of a company must formulate its Articles of Association in accordance with the law. The Articles of Association shall be binding on the shareholders, directors, supervisors and senior managers of the company.
Most foreigners may know that the Articles of Association (abbreviated as “AoA”) are required to be submitted for Chinese governments to approve when setting up a company in China, but they may probably not know why the AoA are required, and how the AoAs can protect or guide their business activities in China. The following is a brief introduction to Articles of Association.
Functions of Articles of Association
For incorporating a company in China, the drafting and approval of the AoA is a mandatory step. The inspection by relevant authorities is a crucial point and should be taken seriously in order to save time as well as money. The major functions of AoAs are as follows:
(1) The AoA are the legal basis for a company to do business with third parties;
(2) The AoA are very important documents for setting up a company in China;
(3) The AoA form the self governed rules of a company.
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Main Content of Articles of Association
(1) Name and domicile of the company;
(2) Business Scope of the company;
(3) Registered capital of the company;
(4) Names of shareholders;
(5) Forms, amount and date of capital contributions made by shareholders;
(6) The organizations of the company and its formation, their functions and rules of procedure;
(7) Legal representative of the company;
(8) Stipulations concerning the assignment of equity, the ratio of profit distribution and losses to be borne by parties to the joint venture;
(9) Principles governing finance, accounting and auditing;
(10) Labour management;
(11) Dissolution and liquidation.
Articles of Association is a document which prescribes the rules and bye-laws for the general management of the company and for the attainment of its object as given in the memorandum of association of the company. It is a document of paramount significance in the life of a company as it contains the regulations for the internal administration of the company’s affairs. Tannet’s international team is equipped with competent English-writing professionals who can draft the Articles of Association for you. We can also help you set up a business in China.
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