The articles of association of a company is a written expression of the common intention reached by the shareholders, which is the basic principle of the company's organization and activities, and the basis of the company's charter and operation management.

Many companies are not fully aware of the importance of the articles of association when they are established, copy the provisions of the company law or apply online templates at will, and do not formulate feasible articles of association in combination with the actual situation of the company, so that when disputes arise between shareholders and the company or between shareholders, the articles of association are not operable and have no practical reference value. As the autonomy norm of a company, the articles of association of a company is an important way for shareholders to achieve the objectives of corporate governance and protect the legitimate rights and interests of shareholders, and is also the basis for the establishment and steady operation of a company, which is of great significance for the long-term development of a company.

Without violating the mandatory validity norms of the Company Law of the People's Republic of China, the company can freely agree on some special matters in the articles of association according to the needs of governance, so as to reflect the will of shareholders for strategic development. When drafting the articles of association, special attention should be paid to the following special provisions:

1. The right of distribution shall be agreed separately

The right of distribution may be agreed separately in accordance with the articles of association of the company, rather than according to the proportion of capital contribution.

2. The right to increase capital in the same proportion shall be agreed separately

Shareholders may agree in the articles of association that they have the right of priority to increase capital in the same proportion in the next round of capital increase.

3. The matters of the meeting shall be agreed separately

The articles of association of the company may, on its own, stipulate the procedures and methods for holding the shareholders' meeting, as long as it is convenient to form effective resolutions and can form the minutes of the meeting.

4. The voting rights of the shareholders' meeting shall be agreed separately

Limited company has a typical combination of people, each share has the same voting rights. However, the articles of association may separately stipulate that the voting rights shall not be exercised in proportion to the capital contribution, that is, in order to facilitate centralized management and avoid the operation deadlock caused by excessive dispersion of equity, the major shareholders may agree not to exercise the voting rights in proportion to the capital contribution according to the needs of the company's strategy.

5. The functions and powers of the manager of the company shall be agreed separately

The Company Law stipulates that the powers and powers of the manager can be agreed separately. On the one hand, it fully authorizes the enterprise to make its own decisions, and more powers and powers can be delegated to the manager according to the needs of the company. On the other hand, it can further refine and clarify the authority of the manager, and clarify the authority and responsibility of the manager through the articles of association, so as to avoid the problem of insider control.

6. Equity transfer shall be agreed separately

Limited liability company is mainly based on the partnership and entrepreneurial form, the transfer of equity between internal shareholders can be freely carried out, in the transfer of equity to the outside, the internal shareholders have priority, but the articles of association can be stipulated separately.

Therefore, in order to ensure the control of the founder, it can be agreed that the free right of internal equity transfer is excluded, that the majority shareholder has priority, and that the shareholder with the largest shareholding can exercise priority in the external transfer.

7. The qualification of shareholders shall be separately agreed

Based on the compatibility of the company, in the entrepreneurial stage of the company, including the growth stage, the shareholders of the company are also important members of the management of the company. When the natural person shareholders die or lose civil capacity, the foundation of the partnership will no longer exist, and the equity held by the shareholders is crucial to the future development of the company.

Therefore, in order to avoid the governance deadlock of the company, the articles of association of the company may separately stipulate that in the event of the death or loss of civil capacity of a natural person shareholder, the shareholder with the largest share of the company shall repurchase the stock according to the value of the company at that time.

8. The scope of senior management personnel shall be separately agreed

Senior management personnel refer to the manager, deputy manager, head of finance of the company, secretary of the board of directors of the listed company and other personnel as stipulated in the articles of association of the company. In addition to the personnel provided for in the Company Law, the senior executives of the company may, according to the structure of the company's management, expand the scope of identification of senior executives in the manner stipulated in the articles of association. For example, the managers who play an important role in the company's operation may be designated as senior executives of the company, so as to carry out special regulation in terms of responsibilities and rights.

peroration

There are many matters that the Company's articles of association can be freely agreed upon in the Company Law. The above clauses are important clauses that are often ignored in practice but easily cause disputes. With the modernization of the corporate governance system, the company should improve the governance structure, pay full attention to and give full play to the important role of the company's articles of association, increase the specificity and operability of the articles of association, and effectively protect the legitimate rights and interests of the company and shareholders.