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Joint-stock company agreement
A collection of five agreements about joint-stock companies
As society continues to progress, we are all directly or indirectly related to agreements. Signing an agreement can protect ourselves to the greatest extent. legal rights. How should the agreement be written appropriately? The following are 7 agreements of joint-stock companies that I have carefully compiled. I hope it will be helpful to everyone.
Joint Stock Company Agreement Part 1
Company Share Cooperation Agreement
Partner One (Party A): ID Number: Partner Two (Party B) ): ID number: We are now establishing a joint-stock company (partnership), fully implementing the decision of two parties to jointly invest, and one party to jointly cooperate in establishment, technology, and joint operations, to establish a joint-stock company. After equal negotiation between the two partners, and based on the principle of mutually beneficial cooperation, this agreement is signed for abiding by.
1. The total amount of capital contribution is: RMB: one million RMB, ¥: 1 million
Party A contributes __________
Party B invests 300,000, accounting for 25 of the total investment. Accounting for 25% of the company's shares.
2. Equity share and dividend distribution:
The two parties agree that Party A will occupy the shares of the joint-stock company; Party B will occupy the shares of the joint-stock company; Party A and Party B will occupy the shares of the joint-stock company in the above proportions Enjoy the distribution of company dividends, and the two parties shall use the proportion of their shares as the basis for the distribution of dividends. If the joint-stock company generates profits, Party A and Party B can withdraw the shareable profits, and the rest will be retained by the company as capital filling.
If dividends are invested in the company as working capital to increase funding sources and expand market share, it must be agreed upon by both parties and carried out simultaneously by Party A and Party B, with Party B having priority.
3. Agreement on matters during the cooperation period
1. Partnership term:
The partnership term is _________ years, starting from ____ months of 20xx Starting from ____ day and ending on _________ day of _________ year. If the company operates normally and both parties have no intention of withdrawing, the contract period will automatically extend.
2. Joining a partnership, withdrawing from a partnership, and transferring capital contribution
A’s joining a partnership: ① needs to acknowledge this contract; ② requires the consent of both parties A and B; ③ performs the rights and obligations stipulated in the contract.
B Withdrawal from partnership: ① The company is not allowed to withdraw from the partnership during normal operations; if you insist on withdrawing from the partnership, settlement will be based on the property status at the time of withdrawal. No matter how the capital is contributed, it will be settled in cash; according to the shares owned by the withdrawing partner Exit with 50 points. Without the consent of both parties, if one party is unwilling to continue the partnership and kicks out the other party, the kicked out party will be compensated for 50% of the company's current property status when forced to withdraw. ⑤ If the partner withdraws from the partnership without the consent of the contractor and causes losses to the partnership, compensation shall be based on the actual losses caused.
3. Transfer of investment: Partners are allowed to transfer their investment. When transferring, partners have priority to transfer. If a third party other than a partner is transferred, the third party will be treated as joining the partnership. Otherwise, the transferor will be treated as withdrawing from the partnership.
4. Termination of partnership and matters after termination
A partnership may be terminated due to one of the following reasons: ① The partnership term expires; ② All partners agree to terminate the partnership; ③ The partnership is completed or cannot be completed; ④ The partnership is revoked due to violation of the law; ⑤ The court based on relevant The parties requested a judgment for dissolution.
Matters after the termination of the partnership: ① Immediately elect a liquidator and invite the notary office where the company is located to participate in the liquidation; ② If there is a surplus after the liquidation, it will be based on the collection of claims, the payment of debts, the return of capital contributions, and the distribution in proportion to shares The remainder of the estate proceeds in order. Fixed assets and indivisible things can be sold to partners or third parties at a price, and the price will participate in the distribution; ③ If there is a loss after liquidation, it will first be repaid with the company's common property. The part that is insufficient to repay the partnership's property will be paid by the partners. Beared in proportion to capital contribution.
5. Resolution of disputes
If a dispute occurs between partners, they should negotiate together and resolve it in a manner that is conducive to the development of the partnership. If negotiation fails, you can go to court.
IV. Distribution of functions and matters agreed upon
After the establishment of shareholders, ________ is fully authorized to serve as the company’s legal representative, with full authority to coordinate and handle the company’s industrial and commercial taxation, fire safety, business contacts and Business and other matters.
If there are the following major problems and major matters related to the interests of the company’s shareholders, they can only be implemented after the shareholders’ research and approval:
1. A single payment exceeds 50,000 yuan; it must be approved by A. Signed by two shareholders B.
2. Introduction of new products or equipment;
3. Reinvestment matters such as factory expansion;
4. Other major matters stipulated in the company's articles of association, etc.
5. The company will conduct an inventory every month, and shareholders will participate in the settlement together.
6. Set up a company account, and both shareholders will have SMS reminders of this account to facilitate timely understanding of the account's fund flow.
8. The official seal of the company shall be kept by___________, and the accounts shall be kept by___________
6. Matters not covered in this agreement shall be negotiated by Party A and Party B. This agreement is in duplicate. Each party shall hold one copy, and it shall take effect upon signature and confirmation by both parties.
Agreement 2
Client (Party A):
ID number:
Contact information:
Address:
p>
Trustee (Party B):
Contact information:
Address:
In view of the needs of the establishment and future operation of ______ company, after After friendly negotiation between Party A and Party B, the client (Party A) handed over part of its equity in ______ company to the trustee (Party B) to hold on its behalf. In order to clarify their respective rights and obligations, Party A and Party B signed a shareholding agreement as follows:
1. The subject matter held on behalf of Party B this time
1. The subject matter held by Party B on behalf of Party A this time The shares in the ______ company that account for ______ of the company’s total share capital correspond to an investment of RMB ______ yuan.
2. Party B hereby declares and confirms that the investment funds for the subscription of shares held on behalf of others are entirely provided by Party A, but Party B only invests in ______ company in its own name. Therefore, the shares held on behalf of Party B are The actual owner shall be Party A. Party B holds the shares on behalf of Party A in accordance with this Agreement.
3. Party B further declares and confirms that the income (including but not limited to dividends, bonus shares, etc.), equity (including but not limited to new share subscription) generated by or related to the shares held on behalf of The ownership rights, allotment rights, etc.), income or income (including but not limited to income obtained from the transfer or sale of shares held on behalf of others) shall also belong to Party A. Before Party B delivers the above income, income or income to Party A , Party B holds the income, income or income on behalf of Party A.
2. The term of this entrusted holding
This entrusted holding shall commence from the date of signing of this contract and shall end when the conditions stipulated in Article 8, Paragraph 3 of this Agreement are fulfilled. Or the date agreed in writing by Party A and Party B shall prevail.
3. Rights and Obligations of Party A
1. As the actual owner of the subject equity, Party A shall enjoy shareholder rights in accordance with the Articles of Association of the Company to the extent of the subject equity. , assume the obligations of shareholders. This includes ownership rights based on the amount of capital invested in the company, rights to make major decisions and select managers, including voting rights, audit rights, information rights, participation rights and other rights conferred by the charter and laws.
2. During the holding period, the income generated from the underlying equity, including but not limited to cash dividends, allotment of shares, etc., shall be enjoyed by Party A in proportion to the capital contribution.
3. If Party A decides to give up its rights to allot shares, increase capital, etc., it must notify Party B in the form of written instructions ______ days before the expiration of the exercise period of such rights, and Party B will handle the corresponding matters according to the written instructions. procedures.
4. If ______ company increases capital and shares, Party A has the right to decide independently whether to increase capital or expand shares.
5. Party A, as the actual owner of the subject equity, has the right to supervise and correct Party B’s inappropriate performance of entrustment in accordance with this agreement, and require Party B to bear the losses caused thereby.
IV. Rights and Obligations of Party B
1. Party B guarantees that it is a legally established corporate legal person and has all the qualifications to hold shares on behalf of the company in the nature of ______ company , and its legal representative does not have any bad credit record or criminal record.
2. During the holding period, Party B, as the formal owner of the subject equity, shall sign in the industrial and commercial shareholder registration in the name of Party B.
3. During the holding period, Party B collects the income generated from the underlying equity on behalf of Party A and shall transfer it to Party A or transfer it to Party A within ______ working days after receiving the income. The account designated by Party A. If the company allots shares or increases capital during this period, and Party A does not give up this right, the allotted or newly added equity rights belong to Party A. If Party A has no written contrary intention, it will still be registered in the name of Party B. It shall be held by Party B on behalf of Party B in accordance with the provisions of this Agreement.
4. During the period of entrustment, Party B shall ensure the integrity and security of the ownership of the equity held on behalf of Party B. Without the written consent of Party A, Party B shall not dispose of the underlying equity, including but not limited to transfer or donation. , give up or set a pledge on such equity, etc.
5. If the underlying equity is seized due to reasons caused by Party B, such as debt disputes, etc., Party B shall provide any other property to apply to the court, arbitration institution or other institution for unsealing.
6. Party B shall properly perform its fiduciary obligations in accordance with the principle of good faith and accept the supervision of Party A.
V. Shareholding Agency Fees
1. Party B is a free agent and does not charge Party A agency fees.
2. During the period when Party B holds shares on behalf of Party B, the relevant expenses and taxes incurred by the shares held on behalf of Party B (including but not limited to attorney fees, audit fees, asset appraisal fees, etc. related to the shareholding on behalf of Party B) will be borne by Party B. Party A is responsible. When Party B transfers the shares held on behalf of Party A to those held by Party A or any third party designated by Party A, the change registration fee incurred shall also be borne by Party A.
6. Transfer of the underlying equity
1. During the holding period, Party A may transfer the underlying equity. If Party A transfers equity, it shall notify Party B in writing, and the notice shall specify the time of transfer, the price of transfer, and the number of shares transferred. After receiving the written notice, Party B shall handle relevant procedures in accordance with the content of the notice.
2. If Party B collects the equity transfer payment on behalf of Party A, Party B shall transfer the equity transfer payment to Party A within ______ working days after receiving the equity transfer payment from the transferee. . However, Party B does not bear any responsibility for the performance ability of the transferee shareholder, and the resulting risks shall be borne by Party A.
3. All expenses incurred due to the transfer of the target equity shall be borne by Party A.
7. Confidentiality
Neither party to the agreement shall disclose any content related to this agreement to a third party without the written consent of the other party. If the breach of this clause causes losses to the other party, the breaching party shall compensate the non-breaching party for the losses caused.
8. Effectiveness and Termination of the Agreement
1. This Agreement shall take effect from the date of signing.
2. When Party B loses the qualification to hold shares on behalf of the parties under this agreement, this agreement will automatically terminate.
3. When laws, regulations and relevant documents from regulatory agencies clarify that Party A can directly hold the company’s equity, and such holding of the company’s equity will not affect the company’s legal existence and normal operations, then this The agreement automatically terminates.
4. After the termination of this agreement, Party B will perform the necessary procedures to restore the target equity to Party A’s name.
9. Liability for breach of contract
1. After this agreement is formally signed, if either party fails to perform or does not fully perform the terms of this agreement, it will constitute a breach of contract. The breaching party shall be responsible for compensating all direct and indirect economic losses caused by its breach of contract to the non-breaching party.
2. When either party breaches the contract, the observant party has the right to require the defaulting party to continue to perform this agreement.
10. Applicable Law and Dispute Resolution
1. This agreement shall be governed by the laws of the People’s Republic of China, and other relevant legal documents that are annexes or supplementary agreements to this agreement shall be governed by the laws of the People’s Republic of China. The applicable laws clearly stipulated in other legal documents shall prevail.
2. Any disputes arising from the performance of this agreement or related to this agreement shall be resolved through friendly negotiation between the two parties. If negotiation fails, a lawsuit may be filed with the People's Court of the place where the company is registered.
11. Effectiveness and number of copies of the agreement
1. This agreement will take effect upon signature by both parties.
2. This agreement is made in ______ copies. Each party signing the agreement shall hold ______ copies and one copy shall be retained by ______ company. All shall have the same legal effect.
3. Matters not covered in this agreement can be agreed by both parties in the form of an attachment or a supplementary agreement. The attachment or supplementary agreement has the same legal effect as this agreement.
Party A (signature):
______year______month______day
Party B (signature):
______Year______Month_______Part 3 of the Joint Stock Company Agreement
Party A: Address:
Party B:
Address: Both Party A and Party B After friendly negotiation on the basis of equality and voluntariness, Party A has reached the following agreement on the exchange of its current bank, in order to ensure mutual compliance:
1. Contents of Equity Exchange
Both parties agree that Party A will exchange its shares for the company's shares held by Party B.
2. Equity replacement price
1. Ten thousand yuan, so the equity appraisal value of the company that A and B intend to invest this time is ten thousand yuan.
2. The company’s net assets appraisal value is therefore the equity appraisal value of the company that Party B intends to invest this time is RMB 10,000.
3. Party A and Party B agree to
3. Rights and obligations of both parties
1. After this agreement takes effect, Party A and Party B shall actively cooperate with the other party to handle equity changes. procedures and provide relevant information to the other party in a timely manner.
2. Both Party A and Party B guarantee that, except for this contract, they have not reached an agreement with anyone or promised to anyone to sell or transfer the transferred equity under this contract before this; and guarantee that this contract There are no pledges, guarantees or other circumstances unknown to the other party that would render the equity untransferable, and there are no disputes or lawsuits involved. Otherwise, the parties shall bear corresponding responsibilities.
3. Both Party A and Party B guarantee that the exchange of equity under this contract will not violate the provisions of the articles of association of both parties, and will handle relevant procedures or sign relevant documents in accordance with the provisions of the articles of association of the company. This contract cannot be effectively performed, and the breaching party must compensate the non-breaching party for all losses caused thereby.
4. Party A and Party B shall provide Party B with all the legal documents necessary for Party B to enjoy the rights and interests of the equity shareholders after the signing of this contract.
5. Party B shall provide Party A with all legal documents necessary for Party A to enjoy the equity shareholder's rights and interests after the signing of this contract.
6. Party A shall issue written materials to confirm that from the effective date of this contract to the date when Party B’s shareholder list change and industrial and commercial change registration procedures are completed, Party B shall enjoy Party B’s guarantee to perform in accordance with the provisions of the company’s articles of association. Responsibility for obligations, and enjoy profits, bear risks and responsibilities in accordance with the provisions of the Articles of Association.
7. Party B shall issue written materials to confirm that from the effective date of this contract to the date when Party A’s shareholder list change and industrial and commercial change registration procedures are completed, Party A has the right to guarantee that Party A will Responsibility for fulfilling obligations as stipulated in the Articles of Association, and enjoying profits, assuming risks and responsibilities in accordance with the provisions of the Articles of Association.
8. Party A and Party B are obliged to carry out all necessary actions such as handing over information and sign all necessary deliveries after this contract comes into effect to achieve the purpose of the contract.
IV. Confidentiality Clause
Party A and Party B shall keep the business secrets of all parties involved in this agreement, unless required by laws or administrative regulations or required by relevant regulatory agencies to bear disclosure obligations.
5. Liability for breach of contract
After the signing of this contract, both Party A and Party B shall strictly perform the terms of this contract. If either party fails to perform or does not fully perform the terms of this contract, it shall be liable to The non-defaulting party shall bear the liquidated damages for the equity price of this exchange and compensate for the losses caused to the non-defaulting party.
6. Change and termination of the contract
1. Changes to this contract must be negotiated by both parties and a written change agreement must be signed. If the negotiation cannot reach an agreement, Then this contract will continue to be valid.
2. If both parties agree to terminate the performance of this contract, they must sign a written termination agreement.
7. Resolution of disputes
Any disputes related to this contract shall be resolved through negotiation between the two parties. If the negotiation fails, either party shall have the right to file a lawsuit with the people's court with jurisdiction in the locality. .
8. Others
1. For matters not covered in the contract, both parties can sign a supplementary agreement. The supplementary agreement has the same legal effect as this contract.
2. This contract will take effect after it is signed and sealed by Party A and Party B.
3. This contract is made in two copies, each party A and Party B hold one copy, which has the same legal effect
Party A: Party B:
Year, month, day, year, month Date
Attachments to this contract:
1. Copies of the identity certificates (or business licenses) of Party A and Party B,
2. Certificate of the company’s shareholder status issued by the industrial and commercial administration,
3. Original proof of investment by Party A and Party B,
4. Statement and power of attorney between Party A and Party B confirming the transfer of their shares,
5. Contract ***Declaration from the same rights holder agreeing to the transfer of equity
Explanation: Party A and Party B should submit original documents when submitting appeal materials to the other party. If the original documents cannot be handed over to the other party, a copy should be retained and signed by relevant personnel. Confirm that it is consistent with the original. Joint Stock Company Agreement Part 4
The parties signing the agreement:
Party A:
Party B:
xxxxxxxxx Co., Ltd. is composed of, , (i.e. Party A) is an enterprise established with investment from ***.
The registered capital of xxxxxxxx Co., Ltd. is 10,000 US dollars (or 10,000 yuan), including: owned shares, owned shares.
According to Party A’s request and through friendly negotiation with Party B, Party A will donate 15% of the shares held by Party A in xxxxxxxxx Co., Ltd. to Party B. Party B agrees to accept Party A’s donation. To this end, the two parties have reached the following agreement Equity Donation Agreement:
1. Basic information of the donor and recipient
1. Donor (Party A):
Name:
Number of donations:
2. Transferee (Party B):
Name:
Recipient 5
Name:
2. After Party B becomes a shareholder of xxxxxxxxx Co., Ltd., Party B will be responsible for the production and operation management of medical catheter series product projects, product research and development, production technology, and equipment technology. Party B should complete the work undertaken by the position. The mission is to ensure the successful development and normal production of medical catheter series product projects, and to ensure that new products with advanced domestic technology are put on the market every year. Regarding this matter, the two parties will enter into a separate Labor Contract.
3. Equity transfer delivery period and method
Within three days from the date of signing this agreement, Party A shall pass the share donation stipulated in the agreement by resolution of the shareholders’ meeting. , and amend the company's articles of association, and submit them to the company's competent department for filing or approval.
4. After the above-mentioned donation of equity, Party B acknowledges the contract, articles of association and attachments of xxxxxxxxx Co., Ltd., and is willing to perform and assume all rights, obligations and responsibilities as a shareholder in xxxxxxx Co., Ltd. After Party B becomes a shareholder of xxxxxxx Co., Ltd., the company's original business scope and registered capital will remain unchanged.
5. Liability for breach of contract
If Party A fails to perform within the time limit specified in Article 3 of this Agreement, Party A shall pay Party B a liquidated damages of RMB 100,000. Regarding Party B’s breach of contract, Responsibilities shall be stipulated in a separate Labor Contract between the two parties.
6. Resolution of disputes
All disputes arising from the execution of this agreement or related to this agreement shall be resolved through friendly negotiation between the parties; if the negotiation cannot be resolved, the parties shall submit Arbitration by Hangzhou Arbitration Commission, the arbitration award is final and binding on both parties. The arbitration fees shall be borne by the losing party.
7. This agreement is made in six copies. Party A and Party B each hold three copies. It will take effect from the date of signature by both parties.
Party A:
Party B:
Part 5 of the agreement of the joint-stock company dated on ___________
Party A: ___ Mr. _ (or Ms., the same below)
Party B:
Party A ____ and Mr. ____ (hereinafter referred to as "Party B") have reached a consensus on mutual trust, On the basis of the principles of mutual respect and mutual benefit, the two parties have reached the following cooperation agreement:
1. Party A and Party B voluntarily conclude an agreement on corporate management consulting business cooperation and other issues on the premise that it is in line with the common interests of both parties. To form a strategic partnership, Party B provides Party A with business resources, assists Party A in promoting business and performance, and achieves a win-win situation for both parties and customers.
2. When Party B provides business opportunities to Party A, it shall strictly keep the business secrets of Party A and its customers, and shall not disclose the business secrets of Party A or its customers due to its own reasons, thereby damaging Party A’s business reputation. .
3. When Party A accepts the business opportunities provided by Party B, it should act based on its own strength. If it is truly impossible to implement or difficult to grasp, it should be open and honest and seek Party B's support. Understanding or assistance shall not be promised rashly when the ability is insufficient, thereby damaging Party B's customer relationship.
IV. If Party B provides Party A with business management consulting business opportunities and assists in achieving them, Party A shall pay the corresponding information resource fees. The amount of fee payment depends on Party B's role in the business achievement and implementation process. In principle, it is based on a certain percentage of the actual fee amount, and is paid according to the stage and amount of the actual payment. Specifically, it is a certain amount after each payment. Payment within working days.
5. Liability for breach of contract:
1. During the business implementation process, if the business reputation or customer relationship of the partner or the customer is damaged due to their own reasons, the damage will be In addition to immediately unilaterally terminating the cooperative relationship, the party may also request a certain amount of economic compensation. At the same time, the injured party may no longer pay the relevant expenses that should be paid in the business that has not yet been completed, and the party causing the loss shall continue to perform its payment obligations.
2. When Party A pays for information resources, if Party A fails to pay Party B as agreed, 5% of the amount payable will be increased for each day of delay until the full amount is reached.
6. Dispute handling: If a dispute occurs, both parties should actively negotiate to resolve it. If the negotiation fails, the injured party can apply to the Hangzhou Arbitration Commission for arbitration.
7. The validity period of this agreement is tentatively one year, calculated from the date of signature by the representatives of both parties (Party B in person), that is, from ____year__month__ to ____year__ Ending on __ day of month. After the expiration of this Agreement, the unpaid information resource fees payable by Party A shall continue to be paid in accordance with this Agreement.
8. After the expiration of this agreement, if neither party requests to terminate the agreement, it will be deemed that both parties have agreed to continue cooperation. This agreement will continue to be effective without the need for renewal, and the validity period will be extended for one year.
9. During the execution of this agreement, if both parties believe that it needs to be supplemented or changed, they may enter into a supplementary agreement. The supplementary agreement has the same legal effect. If the supplemental agreement is inconsistent with this agreement, the supplemental agreement shall prevail.
10. This agreement will come into effect after being stamped by both parties. This agreement is made in two copies, each Party A and Party B hold one copy, which has the same legal effect.
Party A: Mr. ____ (or Ms.)
Party B: Mr. ____ (or Ms.)
(Official seal)
Signature of the representative:
Signature:
Place of signing:
Date of signing:
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