染雾中外合资企业章程附英文 篇一
Establishing a Joint Venture in China: A Comprehensive Guide
When it comes to establishing a joint venture in China, having a clear and well-defined joint venture agreement is crucial. This agreement, also known as the joint venture constitution or articles of association, is a legal document that outlines the rights, responsibilities, and obligations of the partners involved in the joint venture.
In China, joint ventures are typically governed by the Chinese Company Law and the Regulations on the Administration of Foreign-Invested Enterprises. These laws lay out the requirements for establishing a joint venture in China, including the minimum capital requirements, the distribution of profits and losses, and the management structure of the joint venture.
The joint venture agreement should include important provisions such as the purpose of the joint venture, the contributions of each partner, the decision-making process, the management structure, and the dispute resolution mechanism. It should also clearly outline the rights and responsibilities of each partner, as well as the process for exiting the joint venture.
It is important to note that the joint venture agreement must be drafted in both Chinese and English to ensure that all parties fully understand and agree to the terms and conditions. This dual-language requirement is essential for avoiding misunderstandings and disputes down the road.
In conclusion, establishing a joint venture in China requires a well-drafted joint venture agreement that complies with Chinese laws and regulations. By having a clear and comprehensive joint venture agreement in place, partners can minimize risks and uncertainties and ensure the success of their joint venture.
Joint Venture Agreement
This Joint Venture Agreement ("Agreement") is entered into on [Date] by and between [Chinese Partner], a company organized and existing under the laws of the People's Republic of China, and [Foreign Partner], a company organized and existing under the laws of [Foreign Country].
1. Purpose of Joint Venture: The purpose of the joint venture is to [Describe Purpose].
2. Contributions: The Chinese Partner shall contribute [Amount] in cash, while the Foreign Partner shall contribute [Amount] in cash.
3. Decision-Making: Decisions of the joint venture shall be made by [Method of Decision-Making].
4. Management Structure: The joint venture shall be managed by a board of directors consisting of [Number] directors, with [Number] directors appointed by the Chinese Partner and [Number] directors appointed by the Foreign Partner.
5. Dispute Resolution: Any disputes arising out of this Agreement shall be resolved through arbitration in [Arbitration Venue].
6. Exit Mechanism: The partners may exit the joint venture by [Describe Exit Mechanism].
This Agreement is executed in both Chinese and English, with both versions being equally authentic.
中外合资企业章程附英文 篇二
Key Considerations for Drafting a Joint Venture Agreement in China
Drafting a joint venture agreement in China can be a complex and challenging process, as it requires careful consideration of the legal, cultural, and business aspects of the joint venture. Here are some key considerations to keep in mind when drafting a joint venture agreement in China:
1. Legal Requirements: The joint venture agreement must comply with the Chinese Company Law and other relevant laws and regulations governing joint ventures in China. It is essential to work with legal experts who are familiar with Chinese laws and regulations to ensure that the agreement is legally valid and enforceable.
2. Cultural Differences: China has a unique business culture that values relationships and trust. It is important to consider cultural differences when drafting the joint venture agreement, such as the importance of guanxi (relationships) and the concept of mianzi (face). Building strong relationships with your Chinese partners and stakeholders can help ensure the success of the joint venture.
3. Intellectual Property Rights: Protecting intellectual property rights is crucial in a joint venture, especially in China where intellectual property theft is a common concern. The joint venture agreement should include provisions to safeguard the intellectual property rights of all partners and establish procedures for handling intellectual property issues.
4. Dispute Resolution: Disputes are common in joint ventures, and having a clear dispute resolution mechanism in the joint venture agreement can help prevent costly and time-consuming legal battles. Arbitration is a common method of resolving disputes in China, and the agreement should specify the arbitration venue and rules.
5. Exit Strategy: It is important to have a clear exit strategy in the joint venture agreement to address the possibility of one or more partners wanting to exit the joint venture. The agreement should outline the process for exiting the joint venture, including the valuation of the company and the distribution of assets.
In conclusion, drafting a joint venture agreement in China requires careful consideration of legal, cultural, and business factors. By addressing these key considerations and working with experienced legal and business advisors, partners can ensure the success and sustainability of their joint venture in China.
中外合资企业章程附英文 篇三
中外合资企业章程（附英文）
目 录
第一章 总则
第二章 宗旨、经营范围
第三章 投资总额和注册资本
第四章 董事会
第五章 经营管理机构
第六章 财务会计
第七章 利润分配
第八章 职工
第九章 工会组织
第十章 期限、终止、清算
第十一章 规章制度
第十二章 适用法律
第十三章 附则
ARTICLES OF ASSOCIATION FOR________LIMITED LIABILTY COMPANY
INDEX
Chapter 1 General Provision
Chapter 2 The Purpose l Scope and Scale of the Business
Chapter 3 Total Amount of Investment and the Registered Capital
Chapter 4 The Board of Directors
Chapter 5 Business Management Office
Chapter 6 Finance and Accounting
Chapter 7 Profit Sharing
Chapter 8 Staff and Workers
Chapter 9 The Trade Union Organization
Chapter 10 Duration， Termination and Liquidation of the Jint Venture Company
Chapter 11 Rules and Regulations
Chapter 12 Applicable Law
Chapter 13 Supplementary Articles
第一章 总则
第一条 根据《中华人民共和国中外合资企业法》，和中国×公司（以下简称甲方）与×国×××公司）合资经营合同，特制订本合营公司章和。
第二条 合营公司中文名称为：××有限公司
英文名称为：
缩写为：
合营公司的法定地址为：
第三条 甲、乙双方的名称、法定地址为：
甲方：中国×公司，其法定地址为
乙方：×国×××公司，其法定地址为
第四条 合营公司的组织形式为有限责任公司。甲乙方仅以现行或日后修改的本章程规定的各自认缴的出资额对合营公司承担责任。在上述前提下，各方按其认缴的出资额在注册资本中的比例分享利润和分担风险及亏损。
第五条 合营公司为中国法人，受中国法律管辖和保护，其一切活动必遵守中国的法律、法令和有关条例规定。
Chapter 1 General Provision
Article 1
In accordance with the "Law of the People's Republic of China on joint Venture Using
Chinese and Foreign Investment" and the contract signed on in_________ ，china， by， ×Co.
(hereinafter referred to as Party A). and ×××Co.， Ltd. (hereinafar referred to as Party A)， to set up a joint venture， ×× Limited Liability Company (hereinafter referred to as joint venture
company)， the Articles of Association hereby is formulated.
Article 2
The names of the joint venture company shall be ××Limited Liability Company
Its abbreviation is
The Legal address of the joint venture company is at
Article 3
The names
Party A: × Co. ， China， and its legal address is
party B: ××× Co.， Ltd， and its legal address is
article 4
The organization form of joint venture company is a limited liability company. The liabilities of each party to the joint venture company just limits to its contributed capital， which stipulated in the Articles of Association or in the revised afterwards. The profits， risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions of the registered capital.
Article 5
The joint venture company has the status of a legal person and is subject to the jurisdiction and protection of Chinese laws concerned. All activities of the joint venture company shall be governed by the laws. decrees and pertinent rules and regulations of the People's Republis of China.
第二章 宗旨、经营范围
第六条 甲、乙方合资经营的目的`是：本着加强经济合作和技术交流的愿望，彩先进而适用的技术和科学的经营管理方法，提高产品质量，发民新产品，并在质量、价格等方面具有国际市
