Articles Of Association Of Non Corporate Enterprise Legal Person

According to Article 18 of the Regulations of the People's Republic of China on the Administration of the Registration of Enterprises as Legal Persons, the contents of the articles of association of enterprises as legal persons shall comply with the provisions of national laws, regulations and policies, and shall contain the following items:
1、 Purpose;
2、 Name and domicile;
3、 Business nature;
4、 The amount of registered capital and its source;
5、 Business scope and scope mode;
6、 Organizational structure and its functions and powers;
7、 The procedures and terms of reference for the selection of the legal representative;
8、 Financial management system and profit distribution form;
9、 Labor employment system;
10、 Procedures for amendment of the Articles of Association;
11、 Termination procedure;
12、 Other matters.
The articles of association of the joint venture legal person shall also state:
1. The form, amount and period of investment of the joint parties;
2. Rights and obligations of members of the consortium
3. Conditions and procedures for participation and withdrawal;
4. The formation, form, authority and decision-making procedure of the organization management organization;
5. The tenure of the responsible person.

Example of Articles of Association of Non corporate Legal Person

This example is designed according to the general provisions of the Regulations of the People's Republic of China on the Administration of the Registration of Enterprise Legal Persons and the general situation of the enterprise. It is only for reference. Please make corresponding amendments according to the enterprise's own situation when drafting the articles of association!

Articles of Association of XXXX Research Institute

general provisions

Article 1 These Articles of Association are formulated in accordance with the Law of the People's Republic of China on Industrial Enterprises Owned by the Whole People, the Regulations of the People's Republic of China on the Administration of Enterprise Registration and other relevant provisions in order to meet the requirements of developing the socialist market economy, deepening the reform of the scientific and technological system, establishing a modern enterprise system, and regulating the organization and behavior of enterprises.
Article 2 Name of the enterprise: XXXX Research Institute (hereinafter referred to as "the enterprise")
Address: No. 30, North 3rd Ring East Road, Beijing
Postal code: 100013
Article 3 The enterprise is an enterprise owned by the whole people established by XX Group Corporation of China with the main tasks of scientific and technological development, product development and technical services.
China XX Group Corporation is the competent department of the enterprise.
Article 4 The registered capital of the enterprise is XXXX0000 yuan, which is invested by China XX Group in currency.
Article 5 With the purpose of improving economic efficiency and maintaining and increasing the value of state-owned assets under the macro-control of the State, and in accordance with market demand, enterprises should conscientiously take technological innovation as the key measure to enhance their productivity, operate independently, assume responsibility for their own profits and losses, develop themselves and restrain themselves.
Article 6 An enterprise shall be registered according to law, have the status of an enterprise legal person, and bear civil liability independently with its property.
Article 7 The activities of the grass-roots organizations of the Communist Party of China in enterprises shall be carried out in accordance with the Constitution of the Communist Party of China. The party organization of the enterprise plays a political core role to ensure and supervise the implementation of the party and national policies in the enterprise.
Article 8 The enterprise shall establish trade union organizations and carry out trade union activities according to law. The enterprise provides necessary conditions for the trade union to conduct activities. The enterprise practices democratic management through the workers' congress and other forms. The enterprise protects the legitimate rights and interests of its employees, strengthens labor protection and improves the quality of its employees. 　　

Chapter II Purpose, Business Scope and Mode of Operation of the Enterprise

Article 9 Enterprise purpose: Rely on scientific and technological advantages, accelerate the industrialization of scientific and technological achievements, and build the enterprise into a scientific and technological enterprise integrating engineering contracting, engineering survey and design, engineering supervision, product manufacturing, technical services, etc.
Article 10 Business scope:
Main businesses: supervision and management of survey, design, construction and supervision of the construction industry (civil engineering), engineering and product testing, development, production and sales of computer software and building materials, decoration materials, mechanical and electrical equipment, chemical products, hardware and electrical equipment, communication equipment and other products, technology development, technology transfer, technology consulting, and technical services.
Concurrent business: industrial investment, property management, training, house leasing; Management of the sales of general merchandise, motor vehicle parking services and other businesses.
Article 11 Mode of business: project contracting, design, production, development, transfer, consultation, service, sales, consignment, agency, decoration, etc.

Chapter III Operation and Management Organization

Article 12 The enterprise shall implement the president responsibility system. There is one president, several vice presidents and the chief accountant.
Article 13 The president is the legal representative of the enterprise, and the president is appointed by China XX Group Corporation.
Article 14 The enterprise shall establish a scientific research, production and operation management system headed by the president. The president is fully responsible for the material and spiritual civilization of the enterprise.
Article 15 The president shall lead the scientific research, production and operation management of the enterprise and exercise the following functions and powers:
（1） To decide on the plans of the enterprise in accordance with laws and regulations of the State Council.
（2） Determine the setting of internal organizations of the enterprise.
（3） Employ and dismiss the middle-level leading cadres of the enterprise.
（4） Propose business policies, long-term plans and annual plans, capital construction plans and major technological transformation plans, quality management, safety production, staff training plans, wage adjustment plans, plans for the distribution and use of retained funds, and plans for contracting and leasing business responsibility systems. The staffing of the enterprise whose wages are included in the cost of the enterprise, and the plan for formulating, modifying and abolishing important rules and regulations.
（5） Reward and punish employees according to law.
Article 16 The president shall rely on the staff and workers to perform the obligations of the enterprise as stipulated in this Law, support the work of the staff and workers congress, trade unions and other mass organizations, and implement the decisions made by the staff and workers congress according to law.
The decision-making body of the enterprise is the Academy Council, whose members include: President and Vice President; Secretary and Deputy Secretary.

Chapter IV Workers and Staff Congress

Article 17 Employees shall enjoy the rights and obligations stipulated in the Labor Law.
Article 18 Workers and staff members shall work in a manner that is the master of the country, observe labour discipline and rules and regulations, and complete production and work tasks.
Article 19 The workers' congress is the basic form of democratic management in an enterprise,
It is an organization for employees to exercise their democratic management rights. The working body of the workers' congress is the trade union committee of the enterprise. The trade union committee of the enterprise shall be responsible for the daily work of the workers' congress.
Article 20 The workers' congress shall exercise its functions and powers in accordance with the Regulations on the Workers' Congress of Industrial Enterprises Owned by the Whole People.
Article 21 The staff and workers' congress shall support the president in exercising his functions and powers according to law and educate the staff and workers to perform their obligations.

Chapter V Finance, Accounting and Audit

Article 22 Enterprises shall establish financial and accounting systems and pay various taxes, fees and funds in accordance with national laws, regulations and provisions of relevant departments.
Article 23 The enterprise shall establish a unified financial management system and implement unified financial management measures. The enterprise abides by the financial system and strengthens financial discipline.
（1） Do a good job in the basic work of cost accounting and cost management, correctly calculate costs and expenses, reasonably accrue depreciation of fixed assets, accrue and amortize expenses as required, and accrue and deal with asset losses.
（2） Carry out target cost management.
（3） Strengthen the supervision and control of funds, establish a comprehensive budget management system, ensure the authenticity and integrity of financial statements, and establish and improve the internal management system of financial statements.
（4） Strengthen financial audit.
Article 24 An enterprise shall adopt the debit and credit bookkeeping method, and the functional currency shall be Renminbi.
Article 25 The accounting year of an enterprise shall be based on the Gregorian calendar. The accounting year shall be from January 1 to December 31 of the Gregorian calendar.
Article 26 An enterprise shall set up an internal audit institution to conduct internal audit and supervision over its accounts and economic activities.
Article 27 An enterprise shall carry out tax registration and pay various taxes according to law.

Chapter VI Labor, Personnel and Wage Systems

Article 28 The enterprise shall implement national laws, regulations and policies on labor, personnel and wage distribution.
Article 29 In accordance with the Labor Law of the People's Republic of China, the enterprise fully implements the labor contract system and absorbs outstanding scientific and technological talents in various forms such as open recruitment to the public. The internal management personnel at all levels of the enterprise shall be engaged through open competition, selective employment, regular review, and tenure system. The enterprise shall have the right to employ or dismiss employees in accordance with the law and the relevant provisions of the State Council.
Article 30 The enterprise shall implement the principle of distribution according to work, formulate a system of wage distribution for employees within the scope prescribed by law and in combination with the actual situation of the enterprise.
Article 31 The enterprise shall establish a labor security system in accordance with the provisions of the State.

Chapter VII Termination and Liquidation

Article 32 An enterprise shall be terminated and liquidated in any of the following circumstances:
（1） The competent department of the enterprise decides to dissolve according to law;
（2） The enterprise is canceled according to law due to violation of national laws and regulations;
（3） The enterprise declares bankruptcy;
（4） Other reasons.
Article 33 Where an enterprise terminates due to the reasons mentioned in the preceding article, a liquidation organization shall be established in accordance with the law to carry out liquidation. The liquidation group shall formulate a liquidation plan, clear up claims and debts, and prepare income and expenditure statements and various financial accounts during liquidation. After the liquidation is completed, the liquidation organization shall, with the approval of the competent department, cancel the registration of the enterprise with the administrative department for industry and commerce and the tax authorities.

Chapter VIII Supplementary Provisions

Article 34 In case of any conflict between the Articles of Association and national laws and regulations, the national laws and regulations shall prevail.
Article 35 The draft and amendment of the Articles of Association shall be approved by XX Group Corporation of China and submitted to the State Administration for Industry and Commerce for review and filing.
Article 36 The Articles of Association shall come into force on the date of issuance of the business license of enterprise legal person by the industrial and commercial administrative authority.