Translated Documents
法律文书
法律翻译示例:股东条款
2022-06-25

 
1. The number of the Members of the Company (not including persons who are in the employment of the Company or of its subsidiary and persons who having been formerly in the employment of the Company or of its subsidiary were while in the employment and have continued after the determination of that employment to be Members of the Company) shall be limited to fifty: Provided that for the purposes of this provision where two or more persons hold one or more shares in the Company jointly they shall be treated as a single Member;
译文: 公司股东(不包括公司或其子公司聘用的人,亦不包括公司或其子公司先前聘用并且在聘用期间和聘用期间结束后仍为公司股东的人)人数不得超过五十人;但就本规定而言,两个或者两个以上的人联名持有一个或者多个股份的,应当视为一个股东;
2. The following, conspicuously lettered statement: “All shareholders have the right to attend the Shareholders’ General Meeting. They may appoint a proxy to attend and vote at the meeting. Such proxy is not required to be a shareholder of the Company.”;
译文:以明显的文字说明:全体股东均有权出席股东大会,并可以委托代理人出席会议和参加表决,股东代理人不必是公司股东;
3. Each shareholder present at the Shareholders' General Meeting shall have a number of voting rights equal to the number of vacant seats on the Board of Directors to be filled by the election conducted at the meeting; the formula for calculating the total number of voting rights enjoyed by each shareholder is set forth below:
译文:出席会议的每一个股东均享有与本次股东大会拟选举董事席位数相等的表决权,每一个股东享有的表决权总数计算公式为:
4. Our Manager will provide various reports and statements to the Class A Members, including: (i) within 120 days of the close of each fiscal year, the unaudited financial statements of the Company for such fiscal year; and (ii) within 90 days of the close of each fiscal year, information regarding the Company sufficient to allow the Class A Members to file their U.S. federal and state income tax returns.
译文:我们管理人将向A类股东提供各种报告和报表,包括:(i)在每个财政年度结束后120天内,提供该会计年度公司未经审计的财务报表;(2)在每个财政年度结束后90天内,提供有关公司的充分的信息,以便于A类股东提交美国联邦和州所得税申报表。
5. Class A Members have no right to elect our Manager, and may not remove our Manager except as otherwise provided as a non-waivable right under the Act.
译文:A类股东无权选举我们的管理人,也无权撤销我们管理人的职务,但《特拉华州有限责任公司法》中以不可放弃的权利作出规定的除外。
6. Each Member, however, will have to report on his or her U.S. federal income tax or information return each year his or her distributive share, whether or not actually distributed, of the income, gains, losses, deductions, or credits of the Company.
译文:但是,各股东必须每年按各自的分配份额申报美国联邦所得税或提交美国联邦所得税申报表,包括公司实际分配和未实际分配的收入、收益、损失、扣减额和信贷等。
7. In addition, the members bringing a derivative action will have the burden of proving a breach of duty by the Manager, and must bear the expenses of such a lawsuit unless and until they prevail in the derivative action by proving such breach.
译文:此外,提起派生诉讼的股东将自行承担管理人违反义务的举证责任,并且必须承担诉讼费,但在证明管理人违反义务的此类派生诉讼中胜诉的除外。
8. We intend that Members will have the rights, powers and duties normally granted to members under the Delaware Limited Liability Company Act, which include limited involvement in management of the Company and limited voting rights as described in our operating agreement.
译文:我们拟让股东享有和承担《特拉华州有限责任公司法》规定股东通常享有和承担的权利、权力和义务,其中包括参与公司管理的有限权利和我们的经营协议中规定的有限表决权。
9. If the USCIS determines that our Class A Members lack a sufficient policymaking or management position, it will likely reject all I-526 petitions.
译文:如果移民局作出决定认为我们的股东不符合决策和管理职务的要求,那么移民局可能会拒绝所有的《I-526申请表》。
10. PROVIDED that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares.
译文:但是在本条规定的范围内,股份溢价账户和股本赎回准备金只能作为缴足红股用于支付在公司股东之间应发行但尚未发行的股份。

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