The articles of association are printed in the administrative se
According to the relevant provisions of the archives law of the people's Republic of China and its implementation measures, as well as the enterprise registration archives inquiry measures of the State Administration for Instry and commerce, the following proceres shall be provided for the inquiry, retrieval or reproction of enterprise registration archives:
(1) public security organs, procuratorial organs, judicial organs, state security organs, discipline inspection and supervision organs at all levels Audit institutions and other party, government and military organs can consult the enterprise registration files related to the investigation and handling items by holding the letter of Introction (official letter) and the working (identity) certificates of the inquiry personnel
(2) employees of an enterprise may consult the registration files of the enterprise with their business license (original ), letter of introction and ID card (work card); The legal representative or shareholder can check the registration files of the enterprise with his / her ID card (3) entrusted by the client, the lawyer can query the enterprise registration files related to the agency matters with the original and of the court case filing certificate, the original and of the power of attorney, the letter of introction of the law firm and the lawyer's practice certificate (4) if other enterprises, institutions and indivials need to consult the enterprise registration files e to litigation and arbitration, they can consult the relevant enterprise registration files by holding the letter of introction of the unit, their ID card (work card) and relevant certificates of the court or arbitration institutiontherefore, to access and the company's information (articles of association) and affix the material certification seal of the Administration for Instry and commerce, an enterprise should apply to the Administration for Instry and commerce that issued the business license and provide the materials in accordance with item (2) Chapter II archives institutions Article 6 the national archives administration department is in charge of the national archives cause, and implements overall planning, organization and coordination, unified system, supervision and guidance for the national archives cause The archives administration departments of the local people's governments at or above the county level are in charge of the archival undertakings within their respective administrative areas, and supervise and guide the archival work of the organs, organizations, enterprises, institutions and other organizations within their respective administrative areas The people's governments of townships, nationality townships and towns shall appoint personnel to take charge of the archives of their own organs and supervise and guide the archival work of their subordinate units
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2. Change of registration schele - information of legal representative signed by the company (with official seal of the company)
3. Certificate of designated representative or jointly entrusted agent (with official seal of the company) and of ID card of designated representative or entrusted agent
the matters to be handled, authority and authorization period of the designated representative or jointly entrusted agent shall be indicated
4. Submit the removal certificate of the original legal representative and the appointment certificate of the new legal representative according to the provisions and proceres of the articles of association
5. If laws, administrative regulations and decisions of the State Council require that the change of legal representative must be submitted for approval, the relevant approval documents or copies of license certificates shall be submitted
6. If the change of the legal representative involves the amendment of the articles of association, the resolution and decision on the amendment of the articles of association and the amended articles of association or the amendment to the articles of Association (signed by the legal representative of the company) shall also be submitted
7. A of the company's business license
if the change of the name of the legal representative of a company involves the change of directors, relevant filing materials should be submitted at the same time according to the specification for filing materials of directors, supervisors and managers of a company, and the same materials need not be submitted repeatedly
the materials to be provided for change in other departments are almost the same, mainly based on requirements.
It can be printed in the Administration for Instry and commerce
Like the company law, the articles of association shoulder the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must consider carefully when formulating the articles of association, make clear and detailed provisions, and can not make all kinds of understanding1. Legality. The legality mainly emphasizes that the legal status, main content, modification procere and effect of the articles of association are mandatory by law, and no company can violate them. The articles of association is one of the necessary conditions for the establishment of a company. Whether it is to establish a limited liability company or a joint stock limited company, all shareholders or promoters must enter into the articles of association, and must submit it to the company registration authority for registration when the company is registered
2. Authenticity. Authenticity mainly emphasizes that the contents recorded in the articles of association must be objective and consistent with the reality
legal effect
once the articles of association come into force, they will be legally binding. The characteristics of the association rules of the articles of association determine the validity of the articles of association to the members of the company and shareholders, and to the directors, supervisors and managers of the company. China's "company law" stipulates: "to establish a company, the articles of association must be formulated in accordance with this law." The articles of association are binding on the company, shareholders, directors, supervisors and managers
The articles of association is the basic principle of the organization and behavior of the company, and the company must abide by and implement the articles of association. According to the articles of association, the company has obligations to shareholders. Therefore, once the company infringes on the rights and interests of shareholders, shareholders can file a lawsuit against the company in accordance with the articles of association The articles of association are the autonomous rules of the company. Every shareholder, whether they participate in the formulation of the company's initial articles of association or join the company e to the subscription or transfer of the company's shares, the articles of association have contractual binding force on them. The shareholders must abide by the provisions of the articles of association and have obligations to the companyThe articles of association are printed in the local administration for Instry and commerce
once the articles of association come into effect, it will be legally binding. The characteristics of the association rules of the articles of association determine that the effect of the articles of association extends to the company and its shareholders, and also has binding force on the directors, supervisors and managers of the company. The company's articles of association is the basic principle of the company's organization and behavior, and the company must abide by and implement the articles of association< According to Article 61 of the civil code of the people's Republic of China, the person in charge of civil activities on behalf of a legal person is the legal representative of the legal person according to the law or the articles of association of the legal person. The legal consequences of civil activities undertaken by the legal representative in the name of a legal person shall be borne by the legal person. The restriction on the legal representative's right of representation by the articles of association or the authority of a legal person shall not be against the bona fide counterpart. "
extended information:
the characteristics of the articles of association:
the articles of association, like the company law, shoulder the responsibility of adjusting the company's activities. This requires that the shareholders and promoters of the company must consider carefully when formulating the articles of association, make clear and detailed provisions, and can not make all kinds of understanding
1. Legality. The legality mainly emphasizes that the legal status, main content, modification procere and effect of the articles of association are mandatory by law, and no company can violate them. The articles of association is one of the necessary conditions for the establishment of a company. Whether it is to establish a limited liability company or a joint stock limited company, all shareholders or promoters must enter into the articles of association, and must submit it to the company registration authority for registration when the company is registered
2. Authenticity. Authenticity mainly emphasizes that the contents recorded in the articles of association must be objective and consistent with the reality
3. Autonomy. The autonomy is mainly reflected in the following aspects: first, as a code of conct, the articles of association of a company are not formulated by the state but by the company according to law, which is the result of the agreement of shareholders' will; Second, the articles of association is a code of conct outside the law, which is implemented by the company itself, without the need for national compulsion
4. Publicity. Publicity is mainly for the limited liability company. The contents of the articles of association should be open not only to investors, but also to the general public including creditors
Print at the local administration for Instry and commerce
once the articles of association come into force, it will be legally binding. The characteristics of the association rules of the articles of association determine the validity of the articles of association to the members of the company and shareholders, and to the directors, supervisors and managers of the company
the articles of association is the basic principle of the organization and behavior of the company, and the company must abide by and implement the articles of association. According to the articles of association, the company has obligations to shareholders. Therefore, once the company infringes on the rights and interests of shareholders, shareholders can file a lawsuit against the company in accordance with the articles of association
in case of any of the following circumstances, the company shall amend the articles of association:
1. After the company law or relevant laws and administrative regulations are amended, the matters stipulated in the articles of association conflict with the provisions of the amended laws and administrative regulations
2. The situation of the company has changed, which is inconsistent with the items recorded in the articles of association
The general meeting of shareholders decided to amend the articles of associationIf the company has the business of the articles of association, it can take the following materials to the instrial and commercial bureau to print directly:
the company's staff can consult and the company's registration files (including the articles of association) with their business license (original ), company introction letter and personal ID card (work card); The legal representative and the shareholder can consult and the registration files of the company with their ID cards The above materials are stamped with the seal of the Administration for Instry and Commerce)
the articles of association of a limited liability company are jointly formulated by the shareholders and signed and sealed by the shareholders with the consent of all shareholders. Amendments to the articles of association must be approved by shareholders representing more than two-thirds of the voting rights. The articles of association of a joint stock limited company shall be formulated by the promoters and approved by more than half of the voting rights held by the subscribers attending the establishment meeting; Amendments to the articles of association must be approved by more than two-thirds of the voting rights held by the shareholders present at the general meeting of shareholders
if the articles of association lacks the above necessary items or the contents of the articles of association violate the provisions of national laws and regulations, the company registration authority shall require the applicant to make amendments; If the applicant refuses to amend, the company registration application shall be rejected
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extended information:
functions of articles of association:
articles of association, as a public legal document that makes clear provisions on important and basic issues of the company, are the basic basis for shareholders to unite, registration department to approve registration, creditors and other public to understand the company. The norms it establishes not only adjust the organizational form of the company, but also regulate the specific behavior of the company, so that the company with the purpose and organizational structure can maximize the profit in the institutional environment
In addition, we should coordinate the investment subjects, make the rights and obligations among the multiple interest subjects, and make personalized institutional arrangements in the autonomous space of the company's articles of association, from the selection of the company's organizational structure, from the definition of the company's organizational structure's functions and powers, responsibilities and obligations, and from the operation of the company's organizational structure As an organization formed by the combination of different resource owners, the purpose of the company is to create higher efficiency than the single factor owner through cooperative labor. All economic organizations aim to promote the interests of their members, and their unique and main function is to promote the common interests of groups composed of indivialsassuming that members of an organization have common interests, they also obviously have pure personal interests different from others in the organization. A company is an organization composed of multiple stakeholders with different interests. Different stakeholders also hope to confirm and realize their will by formal system
(2) the special seal for finance is used to issue company bills. Cheques need to be stamped when they are issued, which is usually called the bank seal
(3) special seal for contract, as the name suggests, usually needs to be stamped when a company signs a contract
(4) legal representative's seal: it is used for specific purposes. When a company issues bills, it should also be stamped with this seal, which is usually called the bank's small seal
(5) the special seal for invoice needs to be stamped when the company issues the invoice
2. What if the seal is stolen, robbed or lost
first of all, because the official seal has been put on record in the public security organ, the legal representative should take the original and of the ID card, the original and of the business license to the police station under the jurisdiction of the place where the official seal is lost and get the report certificate
then the original and of the report certificate should be held; The original and of the plicate of the business license shall be published in the daily newspapers at or above the municipal level, and the official seal shall be invalid
after the above proceres, if the seal is stolen, the enterprise will not be responsible for the dispute arising from the use of the seal
3. If the contract is not stamped with a valid official seal but signed by a legal representative, is the contract valid
the answer is valid unless it is agreed that the contract shall be signed and sealed
Article 32 of the contract law stipulates: "if the parties conclude a contract in the form of a contract, the contract is formed when both parties sign or seal it“ Because the legal representative represents the company when engaging in civil activities in the name of the company, only the signature of the legal representative can make the contract come into effect
similarly, although there is no official seal, if the person signing the contract is authorized by the company, the contract is also valid< 4. Is the guarantee contract signed by others in private valid when the official seal is lent to others
as an independent enterprise legal person, the company seal is the tangible representative and legal certificate of its external activities. The person in charge or other management personnel of the company, after being authorized by the company, is only the temporary holder and keeper of the seal. The company shall bear the responsibility for the rights and obligations arising from the exercise of the company seal, not the holder or keeper. If the company voluntarily lends the company seal to others for use, it shall be deemed that the company authorizes others to use the company seal, and the rights and obligations arising from the seal shall be borne by the company. Therefore, the guarantee contract that the official seal is lent to others and signed privately is effective, and the company needs to bear the guarantee liability
v. is the seal of the branch company valid
although the branch company has no independent legal person status, it also obtains the business license and can become the defendant in civil litigation. Therefore, if the seal of the branch company is stamped on the contract, it is generally recognized that the contract is valid and the relevant civil liability is borne by the head office.
when you go to the Public Security Bureau for filing, you need to provide the following materials: if the name of the enterprise is changed, the original and of the enterprise (name) change registration notice, the of the business license, the original official seal, the ID card and of the operator, and the authorization certificate of the engraving unit issued by the licensing instry and Commerce Bureau.
Every company is different. It's better to call the Bureau of migrant workers