Articles of Association for Foreign Invested Company

The Articles of Association of a company is the one that shareholder’s autonomy under law.    Not only is the company's organization and activities of this is the basic rules, but it also is the norm between company and shareholders, the legal relationship between the shareholders and among shareholders as a legal document.   It also is the public understanding of the company and the company's important basis for national regulators.

"Company Law" Article 11 states:  The establishment of a company must formulated by its articles.   The articles of association of the company bind its shareholders, directors, supervisors and senior management personnel.   According to the foreign policy, there are three methods:-   Foreign investment in the company's articles shall be subject to the approval of foreign investment by the approval authority that legally effective.

After the articles modifications, it must also be registered timely.

"Company Law" Article 25 and Article 82 provides that:-

Firstly, a limited liability company, its articles of association is absolutely necessary mentioned eight items, namely:-


    (1) the name and domicile ;
    (2) the business scope ;
    (3) the registered capital ;
    (4) the name or names of the shareholders ;
    (5) the shareholders of contribution , amount and timing of capital contribution ;
    (6) the company's bodies and their formation, their functions , the rules of procedure ;
    (7) the legal representative ;
    (8) the shareholders' meeting and other matters deemed necessary.  Shareholders in the company's articles of association shall sign and seal .

Second, Inc. Prospectus must absolutely necessary mention the following 12 items, namely:-

    (1) the name and domicile ;
    (2) the business scope ;
    (3) its  total shares , per share amounts and the registered capital ;
    (4) method of establishment ;
    (5) the name or names of the promoters , the number of shares subscribed , the time of contribution and amount of contribution ;
    (6) Board composition, terms of reference and rules of procedure ;
    (7) the legal representative ;
    (8) Supervisory Board composition, powers and rules of procedure ;
    (9) the company profit distribution ;
    (10) causes for its dissolution and liquidation methods ;
    (11) notice or announcement means by the company ;
    (12) meetings of shareholders other matters as deemed necessary .

It is necessary to mention the above-mentioned items, it cannot violate the "Company Law", "Company Registration Regulations" and other laws and administrative regulations are mandatory.