What are Articles of Association?

The company's articles of association refer to the basic documents formulated by the company in accordance with the law, which stipulate major matters such as the company's name, domicile, business scope, operating management system, etc., and also the company's necessary written documents that stipulate the basic rules of the company's organization and activities.

Articles of Association and "

1. The most important conditions and the most important documents for the establishment of the company ^[1]

Once the company's articles of association become effective, it becomes legally binding. The characteristics of the articles of association of the company's articles of association determine the effectiveness of the articles of association and the members of the company and its shareholders.

The articles of association of a limited liability company are jointly formulated by the shareholders, and with the unanimous consent of all shareholders, the shareholders shall sign and seal the articles of association of the company. Amendments to the company's articles of association must be approved by shareholders representing more than two-thirds of the voting rights.

The articles of association of a company limited by shares are formulated by the promoters and approved by more than half of the voting rights held by the subscribers present at the founding meeting; amendments to the company's articles of association must be approved by more than two-thirds of the voting rights held by shareholders present at the general meeting.

If the company's articles of association lack the above-mentioned necessary items or the content of the articles of association violates national laws and regulations, the company registration authority shall require the applicant to make amendments; if the applicant refuses to make amendments, it shall reject the company registration application.

In any of the following circumstances, the company shall amend the articles of association:

(1) After the amendment of the Company Law or related laws and administrative regulations, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;

(2) The situation of the company has changed and is inconsistent with the matters recorded in the articles of association;

(three)

According to China's "Company Law", the amendment of the company's articles of association should be carried out in accordance with the following procedures:

1. The company's board of directors will make a resolution to amend the company's articles of association and propose a draft amendment to the articles of association.

2. The shareholders will vote on the amendments to the articles of association. A limited liability company must amend more than two thirds of its representatives

Articles of Association of Beijing ***** Advertising Co., Ltd.

Chapter I General Provisions

Article 1: The company's purpose: through the establishment of a company organization form, shareholders jointly fund

The general function of the company's articles of association refers to the company's articles of association as public legal documents that clearly define important and basic issues of the company. It is the basic basis for the company's shareholders to unite, the registration department to approve the registration, and creditors and other members of the public to understand the company. . The norms established by it not only adjust the company's organizational form but also regulate the company's specific behaviors, so that companies with a suitable purpose and organizational structure can maximize profit in the institutional environment; and coordinate investment entities so that the rights and obligations of multiple interests Relationship, in the autonomous space of the company's articles of association, from the choice of the company's organizational structure, from the company's organizational powers, responsibilities and responsibilities definition, and from the operation of the company's organizational structure, make personalized institutional arrangements.

As an organization formed by the combination of different resource owners, the purpose of the company is to create higher efficiency through cooperative labor than the single owner of production factors. All economic-focused organizations have the purpose of promoting the interests of their members, and their unique and primary function is to promote the common interests of groups of individuals. But it is undeniable that assuming that members of an organization have common interests, they obviously also have purely personal interests that are different from others in the organization. A company is an organization made up of multiple interests with different interest tendencies, which embodies different interest patterns: the company pursues maximizing profit; shareholders pursue maximizing earnings per share; managers pursue maximizing personal remuneration; employees pursue salaries and benefits Maximize; the company creditors pursue the maximum security achieved by the claim; the public seeks to maximize corporate social responsibility; the government pursues the company to maximize the promotion of the national economy.

The function of the law is to regulate and control the above-mentioned complex interest relations. Different interest subjects also hope to confirm and realize their will with a formal system. The charter is the most typical manifestation of such a system. It can achieve the goal of the development of different interests of the company by reducing the cost of corporate actions and increasing the benefits. A good legal system always strives to protect social wealth to the greatest extent under the premise of ensuring social stability and promoting social development, so that social wealth is not arbitrarily destroyed, and social wealth is used properly or most economically. By providing a set of rules about rights, obligations and responsibilities, the articles of association design an appropriate behavioral model for the company and provide ample space for all creative activities, so that the company can obtain greater output with less input and strive for the optimal reality effect. At the same time, in terms of procedures, the articles of association provide the company with the simplest and most economical procedural model to achieve the desired purpose of the law and its members.