合资协议/合资企业章程-合通

合资协议/合资企业章程

Joint Venture Agreement / Articles of Association

What is a Joint Venture Agreement? What are Articles of Association?

Under Chinese law and practice, the Joint Venture Agreement (JVA) is the principal agreement entered into by the joint venture parties in respect of the establishment of a Sino-foreign joint venture company. Due to legacy reasons, the JVA combines the elements of the Articles of Association (AOA) and a shareholders agreement (SHA).

The AOA, by contrast, is the formal constitutional document for the joint venture company which is filed with the registration authorities setting out basic details of the joint venture, including its name, registered address, business scope, registered capital, corporate governance, the rights and responsibilities of its officers and directors, and other requirements in line with applicable law. Importantly, the AOA is binding on the company as well as the officers and directors of the company, whereas the JVA typically binds only the shareholders.

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Foreign Investment Law Expert Committee
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