{"id":4551,"date":"2015-09-08T09:46:52","date_gmt":"2015-09-08T08:46:52","guid":{"rendered":"http:\/\/www.ecovis.com\/focus-china\/?p=4551"},"modified":"2025-09-23T11:42:55","modified_gmt":"2025-09-23T09:42:55","slug":"articles-association-key-tems-foreign-invested-company-china","status":"publish","type":"post","link":"https:\/\/www.ecovis.com\/focus-china\/articles-association-key-tems-foreign-invested-company-china\/","title":{"rendered":"Articles of Association – Key terms for a Foreign Invested Company in China"},"content":{"rendered":"

The Articles of Association (\u201cAoA\u201d) are required in China and have to be approved by the authorities when setting up a Foreign Invested Company. Therefore it is important to know the functions of the AoA and how they can protect or guide your business activities in China. This article will address these issues as well as the key items to be incorporated in the AoA.<\/p>\n

1. The functions of the Articles of Association <\/strong><\/b><\/p>\n

First of all, the AoA are the legal basis for a company to do business with third parties. They provide the principles of a company\u2019s management structure, business activities, rights and obligations etc., and can be seen as the basis for a company to do business with clients, business partners, investors, creditors or any other third party. After approval by the Chinese authorities, the AoA are binding regulations for the company, investors, directors, the management team as well as all parties related to the company. In case the company\u2019s business activities are not in compliance with the AoA, punishments by the related government authorities might follow.<\/p>\n

In China, for setting up a company, the drafting and approval of the AoA is a mandatory step. The inspection by relevant authorities is a crucial point and should be taken seriously in order to save time as well as money.<\/p>\n

Besides, the AoA form the self-governed rules of a company. Although the AoA have to be in accordance to the Chinese Company Law, but it is possible to implement company specific regulations. They provide a code of conduct for the company and the company itself can solve violations of the AoA internally as long as such is not violating the Chinese laws or regulations.<\/p>\n

2. Mandatory items of the AoA<\/strong><\/b><\/p>\n

The following points are mandatory items of the AoA:<\/p>\n