Traditional Culture Encyclopedia - Hotel accommodation - Share Purchase Agreement
Share Purchase Agreement
As society continues to progress, we are all directly or indirectly related to agreements. Signing agreements can solve or prevent unnecessary disputes. How is a general agreement drafted? Below are 4 equity investment agreements that I have collected and compiled. I hope they can help you. Part 1 of the Equity Investment Agreement
Party A: Name: Gender: ID number:
Address:
Party B: Name: Gender: ID number: < /p>
Address:
Party C: Name: Gender: ID number:
Address:
Party D: Name: Gender: Identity Certificate number:
Address:
Party E: Name: Gender: ID number:
Address:
The above five copies Based on the principles of equality, voluntariness and full consultation, we have reached the following partnership agreement regarding the partnership operation of Sister Fan’s Pedicure House:
1. Partnership Project
All parties *** agree The business scope of operating a store located in the font size is: , and the legal representative is, belongs to the store.
2. Partnership term
The partnership term begins when this agreement is signed and ends when all partners agree to terminate it.
3. Capital Contribution Amount and Capital Contribution Method
1. The total capital contribution of the partnership project is RMB. Each partner contributes in cash, and the amount contributed by each partner is equal. is RMB. Each partner has an equal share in the partnership project, which is 20%.
2. The capital contribution of each partner must be completed before the year, month and day, and be transferred to the bank card. The card and password are held by the designated person recognized by all parties. When using the funds, at least two people are required. present at the same time. Other partners have supervision and verification rights.
If the capital is not contributed within the time limit or the capital is not fully contributed, the partnership qualification will be cancelled, and the partnership will be compensated for the resulting losses.
3. During the partnership period, the capital contributed by each partner is the exclusive property of the partnership, and no partner may request for division at will. After the partnership is terminated, the capital contributed by each partner remains individually owned and will be returned at that time.
IV. Surplus distribution and debt obligations
1. Surplus distribution: Income after excluding operating costs, daily expenses, wages, bonuses, taxes and fees to be paid, etc. is net profit. That is, the surplus generated by the partnership, which is the focus of partnership distribution, will be distributed in proportion based on the partners' capital contributions.
2. Debt assumption: If debts arise during the partnership operation, the partnership debts will first be repaid by the partnership property. If the partnership property is insufficient to repay, the partnership debts will be borne in proportion based on the capital contribution of each partner.
5. Capital contribution, withdrawal of capital, and transfer of capital contribution
1. Capital contribution by a new partner must be approved by all partners; the new partner must acknowledge and sign this partnership Agreement; Unless otherwise stipulated in the capital contribution agreement, the new partners who contribute capital enjoy the same rights and bear the same responsibilities as the original partners; the new partners who contribute capital bear joint and several liability for the debts of the partnership before capital contribution.
2. Capital withdrawal
1) Voluntary capital withdrawal. During the operating period, a partner may withdraw capital when one of the following circumstances occurs: ① The reasons for withdrawal of capital stipulated in the partnership agreement occur; ② The withdrawal of capital is subject to the written consent of all partners; ③ Legal reasons occur that make it difficult for a partner to continue to participate in the partnership project. If a partner withdraws his capital without authorization and causes losses to the partnership, he shall compensate the other partners for all losses.
2). Of course the capital will be refunded. If a partner has any of the following circumstances, the capital will be automatically withdrawn: ① dies or is declared dead according to law; ② is declared to be a person without capacity for civil conduct according to law; ③ personally loses the ability to pay debts; ④ is enforced by the people's court in the partnership enterprise Share of the entire property. For the refund of capital in the above circumstances, the date of actual occurrence shall be the effective date of the capital refund.
3). Elimination of membership and refund of capital. If a partner has any of the following circumstances, he may be removed from the partnership with the unanimous consent of other partners:
① Failure to perform capital contribution obligations; ② Causing economic losses to the partnership project due to intentional or gross negligence; ③ Committing improper conduct when executing partnership affairs; ④ Other matters specified in the partnership agreement. The decision to remove a partner must be notified in writing to the person being removed.
The removal will take effect from the date the person who is removed from the company receives the notice of removal, and the person who is removed will have his or her capital refunded.
After a partner withdraws his capital, settlement will be made between the other partners and the withdrawing person based on the property status of the partnership project at the time of the withdrawal of capital.
3. Transfer of capital contribution
Partners are allowed to transfer all or part of their property shares in the partnership. Under the same conditions, other partners have priority to receive the transfer. If it is transferred to a third party other than a partner, the third party shall be treated as a new capital contribution, otherwise the transferor shall be treated as a withdrawal of capital. If a third party other than a partner receives a share of property in a partnership project, he or she will become a partner in the partnership project upon modification of the partnership agreement.
6. Rights and obligations of partners
1. Rights of partners: The right to decide on partnership affairs, the right to supervise specific business activities, and important matters must be decided by the partners All parties agree to the decision; partners have the right to distribute partnership interests; the property accumulated by the partnership belongs to the partners; partners have the right to withdraw capital.
2. Obligations of partners: maintain the unity of partnership property in accordance with the partnership agreement; share the debts of the partnership's operating losses; bear joint and several liability for partnership debts.
7. Prohibited Behavior
1. Without the consent of all partners, any partner is prohibited from conducting business activities in the name of the partnership privately; if the benefits from the business belong to all partners, it will cause The loss shall be fully compensated by the partner;
2. Partners are prohibited from participating in business that is similar to or competitive with this partnership project;
3. Unless otherwise provided in the partnership agreement Except as agreed or with the consent of all partners, partners shall not conduct transactions with the partnership;
4. Partners shall not engage in activities that harm the interests of the partnership.
8. Termination and liquidation of partnership
1. The partnership is dissolved due to the following circumstances: 1) The partnership term expires; 2) All partners agree to terminate the partnership; 3) The partnership is no longer qualified The legal number of partners; 4) The partnership affairs are completed or cannot be completed; 5) It is revoked in accordance with the law; 6) There are other reasons for the dissolution of the partnership stipulated in laws and administrative regulations.
2. Liquidation of partnership:
1) After the partnership is dissolved, it must be liquidated and creditors must be notified;
2) The liquidator shall be all partners or With the consent of more than half of all partners, within 15 days from the dissolution of the partnership, a partner or partners shall be designated to liquidate together or a third party such as a lawyer or accountant may be appointed to serve as liquidator. If a liquidator is not determined within 15 days, partners or other interested parties may apply to the people's court to designate a liquidator.
3) After paying the liquidation expenses, the partnership property shall be paid off in the following order: employee wages and labor insurance premiums owed by the partnership; taxes owed by the partnership; debts of the partnership; and return of the capital contributions of the partners. .
4) If there is any surplus after repayment, it will be distributed according to the method of Article 6, Paragraph 1 of this Agreement.
5) Liquidation and Equity Agreement Part 2
Party A: xx Patentee:
Party B: xx Regional Partner:
In order to transform new technologies into productivity as soon as possible and patent new products to quickly occupy the market, we have implemented close cooperation in the form of technology shares, joint production and output value commissions. The following agreement is hereby reached:
1. Party A’s responsibilities: < /p>
1. The patent technology name provided by Party A is: xx, patent number: xx, patent inventor: Wan Jinlin.
2. Party A authorizes Party B to exclusively produce in xx (including xx) provinces (municipalities). Its sales rights: it can be sold nationwide; if Party B can meet Party A's demand, Party B can produce it exclusively in xx.
3. Party A provides technical project cooperation for a period of xx years. During the contract period, Party A will waive Party B’s technology transfer fee of xx million yuan. It will form a joint venture in the form of technology investment and xx% of the output value for technology transfer. Production.
4. Party A will pay Party B an initial technical cost of xx million yuan, and will conduct new product debugging and production three days after it is in place, and will gradually complete the training of Party B’s production technicians.
5. Party A is responsible for the sales of xx% of the products. When selling, it must collect xx% of the deposit from the buyer and pay it to Party B, otherwise Party B will refuse to produce and supply the goods.
6. If you need to expand production or establish a branch, Party A can re-authorize it. Party A will assist Party B in setting up branch factories, branches and groups, and the income from its branches, branches and groups will be Party A will receive a commission of 30% for xx years.
7. During the contract period, Party B is allowed to use the inventor’s patent rights, portrait rights and reputation rights, and the method of use must be approved by Party A.
2. Party B’s Responsibilities
1. Party B shall be responsible for establishing the production company and industrial and commercial and tax operation procedures and necessary start-up capital, and provide factory buildings, production personnel, water, electricity and production equipment and Expand production funds. Start-up capital (including equipment and early shipment fee xx) 10,000 yuan.
2. Party B shall pay the cost of xx million yuan when the contract is signed and becomes effective. At the same time, Party B has the right to require Party A to produce qualified products, and has the right to require Party A to complete Party B's production within xx days when the contract becomes effective. Training of technical personnel.
3. During the period of cooperation with Party A, Party B has the right to require Party A to continuously innovate and improve the product. The improved technology shall be first used by Party B, and Party B shall give Party A appropriate rewards.
4. Party B shall report the exact quantity of products produced to Party A and shall implement financial disclosure. Party B shall not do anything detrimental to Party A's interests.
5. Party B can be responsible for xx% of product sales, and must collect xx% deposit from the buyer before selling, before it can produce and supply the goods.
6. The price positioning of Party B’s products should be based on the production cost price plus 45-80%. Otherwise, too high a price will affect sales volume.
7. Party B should actively expand reproduction in the xx area. Party B will receive a commission of 70% of the income from establishing branch factories, branches, and groups for xx years.
3. Liability for breach of contract
1. If Party A is unable to debug or produce qualified products within xx days after receiving the initial technical cost of xx million yuan from Party B. , Party A shall refund Party B’s initial technical cost in full within xx days. (Note: Qualified products are subject to the 'Product Test Report'. Party A is responsible for sending the products for inspection, and Party B shall bear the costs.)
2. If Party B cannot produce or abandons production after receiving the deposit, If the goods cannot be supplied in time, Party B shall bear all economic losses, including the actual economic losses of Party A and the buyer.
3. Party B shall not establish branches, branches or groups without Party A’s permission. Otherwise, Party B shall pay Party A the full technology transfer fee that is free of charge.
IV. Treaty
1. During the contract period, Party A will no longer receive commissions, shareholdings and sales. If the cooperation continues, other negotiations may be made.
2. During the contract period, if Party B continues to use the patentee’s portrait and reputation rights, Party B shall pay a certain amount of portrait and reputation rights usage fees to Party A. The fees will be negotiated separately.
3. The validity period is from xx, month xx, 200xx to xx, month xx, 20xx.
4. This contract will take effect from the date of signature by both parties.
IV. Remarks:
Party A: xx
Party B: xx Equity Agreement Part 3
Party A:
Party B:
The two parties have now reached the following agreement on investment:
1. Party A and Party B each invest 50% of the shares to jointly open a snack bar.
2. In March and April of XX, Party A's wife received a salary of 1,000 yuan as a waiter. Of the remaining profit, Party A got 65% and Party B got 35%. In May and beyond, Party A and Party B will distribute profits at 70% to Party A and 30% to Party B. Party A and his wife will not receive wages.
3. Due to the development needs of the snack bar, if part-time staff are to be recruited, the salary expenses will be counted as costs, and Party A and Party B will each bear 50%. If further financing is required for later development, each will contribute 50%.
4. During the operation period of the snack bar, no matter which party withdraws its shares, it can only return 70% of its own shares. For example, in the case of a one-time transfer, Party A shall receive 65% of the shares and Party B shall receive 30%. Five shares of capital.
5 The income will be kept by Party A and settled once a month, and dividends will be distributed at the same time.
The above will take effect after both parties agree and sign.
Party A:
Party B:
Year and month shareholding agreement Part 4
Existing __________******__________ people , in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations of China, in line with the principle of equality and mutual benefit, and through friendly consultations, we agree to jointly invest in Chengdu in Chengdu City, the People's Republic of China City Baijia Garden Hotel Management Co., Ltd. (subject to formal industrial and commercial registration), hereby enters into this agreement. The investors in this agreement are:
1. Name___________ID card number____________________Phone________
Home address____________________________
2. Name___________ID card number____________________Telephone___________
Home address____________________________
3. Name___________ID card number____________________Telephone_________
Home address____________________________
4. Name___________ID card number_______________Phone________
Home address____________________________
5. Name ___________ID card number____________________Telephone___________
Home address____________________________
6. Name___________ID card number____________________Telephone_________
< p> Home address ____________________________7. Name___________ID card number____________________Phone________
Home address____________________________
8. Name_ __________ID card number____________________Telephone_______
Home address____________________________
9. Name___________ID card number____________________Telephone_________
Home address____________________________
At the mutual request of all parties ***, all parties ***, as investors ***, invest RMB 10,000 *** and operate this hotel together in the spirit of "mutual benefit, reciprocity, *** In accordance with the principle of "mutual development", this agreement is entered into after full consultation.
Article 1 General Principles
Paragraph 1: This hotel mainly grafts, introduces, digests and improves the existing business models of various hotels, and strives to create "a must-have solution for household and financial management, from scratch "The ultimate platform for entrepreneurship" allows ordinary consumers to become investors, consciously or unconsciously participate in the economic and commercial trend, serve the prosperity of the commercial economy, turn consumption into investment, and regard life as entrepreneurship. The ultimate goal of the hotel's operation is to allow consumers to receive discounts, sales staff to receive commissions, and shareholders to receive dividends, fully mobilize the enthusiasm, initiative and creativity of everyone to operate and participate, and create a "people-oriented, harmonious and harmonious" environment Home-style business units, and develop chain operations when conditions are suitable.
The second business goal: to create a hotel chain operation model across the country and even the world, and to promote and copy it nationwide and even the world by establishing its own operating model, operating mechanism, and management system, and strive to win the domestic market share. Successfully listed overseas and implemented capital management.
Paragraph 3: Operate strictly in accordance with the "Company Law", implement "same shares, same rights, same interests", bear risks and enjoy rights and interests according to the proportion of capital contribution. In the start-up stage, all managers will follow the laws of the market economy, recruit from the public, and appoint various positions according to their abilities, ultimately achieving the goal of "everyone doing their best, and everyone making the best use of their talents." The salary of staff adopts the "base salary + commission" system. The basic monthly salary is determined by the shareholders' meeting or management based on the position and degree of hard work. The hotel operation and management should be rational, scientific, normalized and standardized, gradually formulate management job responsibilities and work standards, manage according to the national advanced chain hotel model, graft and introduce advanced management experience and successful practices such as domestic chain hotels, and build its own brand.
Paragraph 4: Business direction: When establishing branches in various places, the first thing to do is to fully integrate into the local society, local culture, and local interpersonal relationships.
The fifth category of hotels should improve their management level, strive to achieve economic benefits, and timely adjust plans and improve work methods according to market changes, so that the hotel can be competitive in terms of service, work efficiency, product quality, and development speed. ability.
Article 2 Registered capital and funds
The hotel (company) is established in the form of a limited liability company. The liability of each party to the company is limited to the amount of investment. The original capital contribution amount of each party is 10,000 yuan.
The capital of the hotel (company) is _____ million yuan.
The original value of fixed assets (including all hotel facilities and equipment, etc.) is _____ million yuan,
(Details_______________________________
Assets that are realized or used within a business cycle of one year or more than one year, including cash and various deposits, inventories, receivables and prepayments, etc.) totaling about 10,000 yuan;
Intangible assets (referring to the hotel’s long-term Assets that are used but have no physical form, including patent rights, trademark rights, brand image, goodwill, etc. that the company has worked hard to establish for a long time.
Deferred assets (referring to the amortization period of more than one year, including start-up). fees, renting fixed asset improvement or major repair projects, renting or pawning the right to use houses for more than one year and the right to use other assets) totaling _____ million yuan;
Other assets: value of human resources _____ ten thousand yuan;
Based on the above, the total assets of the hotel total _____ ten thousand yuan
Article 3 Capital Investment
Capital contribution from all investors The minimum amount is RMB 200,000. The investor shall deposit the entire capital contribution in cash or cash check within 3 days after this contract is signed and takes effect. Among them: 1. Capital contribution of RMB ___________; accounting for ______% of the total investment.
2. Contribution of ___________ ten thousand yuan; accounting for ______% of the total investment
3. Contribution of ___________ ten thousand yuan; accounting for ______% of the total investment
4. Capital contribution of ___________ RMB ___________; accounting for ______% of the total investment
5. Capital contribution of ___________ RMB ___________; accounting for ______% of the total investment
6. Capital contribution_ ____________ ten thousand yuan; accounting for ______% of the total investment
7. Capital contribution ___________ ten thousand yuan; accounting for ______% of the total investment
8. Capital contribution ___________ ten thousand yuan RMB; accounting for ______% of the total investment
9. Capital contribution of ___________ RMB; accounting for ______% of the total investment. All parties shall invest the entire investment in the hotel in a lump sum (in cash amount agreed by both parties). company); in addition to the registered capital, if the hotel (company) needs to supplement funds, upon decision of the shareholders' meeting, it can raise funds through banks in an appropriate manner according to the Enterprise Loan Measures of the People's Republic of China or increase capital from original shareholders or raise new shares. shareholders’ capital.
Article 4 Hotel (Company) Organizational Structure
Paragraph 1 Hotel (Company) implements a general manager responsibility system under the leadership of the shareholders’ meeting, which is the company’s highest authority and decision-making body , determine all major issues of the company.
Section 2: The shareholders’ meeting is composed of all shareholders, and shareholders may concurrently hold management positions in the company.
Section 3: Shareholders’ meetings shall be held regularly. All decisions made by the shareholders’ meeting must be approved by more than 80% of all shareholders. The general shareholders' meeting shall be held at least once a month (scheduled at the end of each month or the beginning of the next month), convened and chaired by the major shareholder.
Article 5 Responsibilities and Obligations of the Parties
All parties in Paragraph 1 have the same status as members of the hotel (company) shareholder meeting from the effective date of the contract and enjoy the same rights in accordance with the law. , bear equal obligations. Party A will participate in dividends in proportion to the investment from the effective date of the contract and bear joint and several liability for debts. If all parties participate in hotel (company) management or hold certain positions in the hotel (company), they will be paid monthly wages according to the hotel (company) labor wage standards, and participate in shareholder dividends at the end of the year.
Paragraph 2: Major shareholders should supervise the hotel (company) to manage its assets, supervise the company to operate in accordance with the law, pay taxes in accordance with regulations, and perform contracts; provide guidance and coordination. Guide and assist the hotel (company) to solve technical, operational and management problems, and provide advanced and applicable technology and operational management experience to obtain maximum operational benefits. The major shareholders have the responsibility to formulate and provide relevant management, market development and other working rules and regulations for the company; assist the company in formulating training plans, and assist the company in collecting applicable technical, process, economic information and legal materials related to the company's business.
Paragraph 3 Other parties should abide by national laws, implement national policies and plans, complete various indicators and tasks stipulated in the contract, safeguard the legitimate rights and interests of the country, the hotel (enterprise) and employees, and handle the hotel correctly Distribution relationships within (enterprise). Hotel (company)
The increase or decrease in funds shall be decided by the shareholders' meeting, and shall be submitted to the members of the shareholders' meeting for consultation, and the provisions of this agreement on the distribution ratio shall be reasonably adjusted according to the increase or decrease in funds.
Paragraph 4 The property of the hotel (company) is owned by all shareholders. No party may dispose of all or any part of the property, assets, or property of the hotel (company) without the unanimous approval of both parties and the shareholders’ meeting. Equity and Debt.
Paragraph 5 The capital contribution of each party and the rights and interests obtained by participating in the hotel (company) shall not be transferred without the consent of shareholders with more than 50% of the voting rights.
Section 6: All parties shall not withdraw their shares during the company’s operating period. (Unless there are special provisions by both parties when signing the contract) If each party has one of the following circumstances, it will naturally withdraw its shares:
(1) Death or being declared dead according to law;
(2) Being declared as a person without capacity for civil conduct in accordance with the law;
(3) The individual has lost the ability to pay debts;
(4) Being enforced by the People’s Court in a hotel (company) share of the entire property.
Of course, the date of withdrawal of shares shall be the date when the legal reasons actually occur.
If each party in paragraph 7 has any of the following circumstances, with the unanimous consent of the company's board of directors, it may be removed by resolution:
(1) Failure to perform capital contribution obligations;
(2) Causing losses to the hotel (company) due to intention or gross negligence;
(3) Engaging in improper behavior in the execution of hotel (company) affairs;
Being removed from the list From the date the person receives the notice of removal, the removal will take effect and the person being removed will withdraw his shares. If the person being removed has any objection to the removal, he may file a lawsuit with the People's Court within 30 days from the date of receiving the removal notice.
Article 6 Profit Distribution and Taxation
Paragraph 1: The net profit of the hotel (company) shall be invested in the registered capital of the hotel (company) by all parties as soon as possible after the end of each fiscal year. The amount is allocated to each party in proportion.
"Pure profit" means the remaining amount after deducting the following expenses from the gross profit:
(1) In accordance with the relevant laws and regulations of China and the terms of this contract, the gross profit earned from the hotel (company) The amount after deducting income tax;
(2) In accordance with the relevant laws and regulations of China and the amount of the reserve fund established by the shareholders’ meeting;
(3) In accordance with the development objectives established by the shareholders’ meeting and the amount of funds required for reinvestment in expanding the hotel (company);
(4) The amount of special funds for employee incentives and welfare funds established in accordance with relevant Chinese laws and regulations or established by the shareholders’ meeting. < /p>
2:____%;
3:____%;
4:____
5.____%;
< p> 6. ____%;7. ____%;
8. _____%;
9. ____%;
Other parties: ____%;
Both parties shall bear the losses or risks of the hotel (company) according to the above proportion.
Paragraph 3 The proportions drawn from the reserve fund, hotel (company) development fund and employee welfare incentive fund listed in the previous paragraph shall be determined by the shareholders’ meeting, but shall not exceed 40% of gross profit.
Article 7 Transfer of Shares
No party may transfer, mortgage, sell or otherwise dispose of its shares to a third party without the unanimous approval of the shareholders’ meeting and the approval of China’s competent examination and approval authorities. All or part of the shares. If a party wants to transfer shares, it must comply with the following regulations:
(1) When a party wishes to transfer all or part of its shares in the hotel (company), other shareholders of the hotel (company) have the right of first refusal; < /p>
(2) In order to give priority to the transferee, the transferor shall respond within thirty (30) days after the transferor submits a written request for transfer, otherwise the transferor shall have the right to transfer to a third party;
(3) When one party transfers all or part of its investment to a third party, the qualifications and reputation of the third party must be approved in writing by the other party. The conditions for transfer shall not be more favorable than those for transfer to the hotel (company). The party shall submit two copies of the written agreement of the transferee on the corresponding rights and obligations of the transfer to the other party of the hotel (company);
(4) During the transfer period, the company shall operate normally and shall not use The work of the hotel (company) is hindered or the organizational structure is affected; after the transfer is approved, the hotel (company) should go through the change registration procedures with the Administration for Industry and Commerce within thirty (30) days
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