催缴股款是指公司第一次发行的股份全部募足后，发起人向各认股人催缴认股股款的行为。董事向股东发出催缴通知后，股东应依照通知所述时间和金额支付所持股份的股款。如股东未按要求缴纳股款，将丧失有关权利。下面我们来看一下催缴股份条款的示例。

 

示例一 中译英

催缴股款CALLS ON SHARES

 

1. 在遵守配发条款的前提下，董事可以不时向股东催缴该股东所持有股份中尚未支付的任何款项，各股东应在规定的时间向公司支付所催缴的股款，前提是股东应至少提前十四(14)天收到有关付款日期的通知。催缴股款通知在董事通过批准该等催缴股款的决议时应被视为已生效。

Subject to the terms of allotment, the Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares, and each Member shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

 

2. 一股份的联合股东可共同或分别支付所催缴的股款

The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

 

3. 与任何股份有关的催缴股款在规定的付款日期之前或当日未支付的，应支付该等款项的人应按照百分之八的年利率，支付该等款项自规定付款日期至实际付款日期的利息，但是董事可以自主决定全部或部分免除该等利息。

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

 

4. 本章程有关联名持有人的责任和利息支付的规定应适用于依照股份发行条款在某个规定时间未支付但应支付的任何款项（不管是基于股份的款项或溢价而应支付该等款项），一如催缴股款通知已正式生效和发出，因而该等款项已变得应支付。

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

 

5. 在股份发行时，董事可以在应缴付股款或利息的金额以及付款时间方面区别对待股东。

The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

 

6.  如果任何股东愿意提前支付该股东持有的任何股份尚未被催缴和尚未支付的款项或其中的任何部分，董事如认为合适，可以收取该等款项，并可以依照董事与预付该等款项的股东一致同意的利率（但是除非经普通决议批准，不得超过百分之八的年利率），支付该等预付款项或其中任何部分的利息（直至该等预付款项的实际应付款日期）。股东不得因在催缴股款通知前支付的任何该等款项而有权获得属于该等款项实际应付款日期之前的任何时间段的任何股息。

The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

 

 

示例二  英译中

Calls on shares催缴股款

1  (a) The Directors may from time to time make calls upon the members in respect of all moneys unpaid on their shares whether on account of the nominal value of  the shares or by way of premium but subject always to the terms of issue of such shares, and any such call may be made payable by installments.

(b) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place for payment, pay to the Company the amount called on his shares and at the time or times and place so specified. The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, any of the members shall not invalidate the call.

（a）董事可以不时向股东催缴该股东所持股份中尚未支付的款项，不论是股份发行期间股份的票面值或溢价。上述催缴可分期付款。

（b）每位股东收到至少提前十四天发出的催缴通知后，应按照通知规定的时间、地点向公司支付各自的催缴款项。任何股东未接收任何催缴通知或意外遗漏不致使该通知无效。

 

2 A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. A call may be revoked, varied or postponed as to all or any of the members liable thereof as the Directors may determine. A person on whom  a call is made will remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

催缴股款在董事通过批准该等催缴股款的决议时应被视为已生效。根据董事决定，催缴股份可对全部或任何有责任的股东撤销、变更或延迟。尽管后续让与被催缴股份，被催缴人仍对该催缴负责。

 

3 If any part of a call be not paid before or on the day appointed for payment thereof, the person from whom the payment is due shall be liable to pay all costs, charges and expenses that the Company may have incurred by reason of such rate as the Directors shall determine( not exceeding twenty percent,.per annum) from the day appointed for the payment of such call or installment to the time of discharge thereof in full; but the Directors may, if they shall think fit, waive the payment of such costs, charges, expenses or interest or any part thereof.

如在规定付款时间或之前，应付款人未支付催缴股款的任何部分，应付款人应赔偿公司因此引起的所有损失、费用和开支，并按照董事决定的利率（不超过每年20%），支付未付款项自催缴股款或分期付款的规定付款日期至完全清偿日期的利息；但董事可在其认为合适的情形下放弃以上损失、费用、开支、利息或任何相关款项的支付。

 

4 If, by the terms of the issue of any shares or otherwise, any amount is made payable upon allotment or at any fixed time, whether on account of the nominal amount of the shares or by way of premium, every such amount shall be payable as if it were a call duly made and payable on the date on which by the terms of issue the same becomes payable; and all the provisions hereof with respect to the payment of calls and interests thereon, or to the forfeiture of shares for non-payment of calls shall apply to every such amount and the shares in respect of which it is payable in the case of non-payment thereof.

若依照股份发行条款或其他条款，存在在股份分配或其他任何固定时间应付的款项（无论是基于股份的票面值或溢价而应付该等款项），如此款项应视为应付，如同其为合法发出的催缴股款一般，且应付日期为股份发行条款中规定的应付日期；且合同中与支付催缴股款和利息相关的全部条款，或与没收未缴款股份相关的条款适用于所有应付但未付款项和股份。

 

5 The directors may, if they shall think fit, receive from any member willing to advance the same(either in money or money' s worth) all or any part of the moneys uncalled and unpaid or installments payable upon any shares held by him; and upon all or any money so paid in advance the Directors may(until the same would, but for such payment in advance, become presently payable) pay interest at such rate as may be agreed upon between the member paying the money in advance and the Directors(not exceeding twenty percent. Per annum). but a payment in advance of a call shall not entitle the shareholder to receive any dividend or to exercise any other rights or privileges as a shareholder in respect of the share or the due portion of the shares upon which payment has been advanced by such shareholder before it is called. The Directors may also at any time repay the amount so advanced upon giving to such member one month' s notice in writing unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

如果任何股东愿意提前支付该股东持有的任何股份尚未被催缴和尚未支付的全部或部分款项或分期付款，董事如认为合适，可以收取该等款项，并可以依照董事与预付该等款项的股东一致同意的利率（不得超过百分之二十的年利率），支付该等预付款项或其中任何部分的利息。但提前付款并不使股东获取在催缴前付款的股份或部分股份的分红或行使任何作为持有上述股份的股东享有的权力或特殊待遇。董事可随时归还提前付款的款项，但需提前一个月书面通知上述股东，除非在上述通知到期前，提前付款款项应已作为催缴股款支付。

 

6 On the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such money is due; that the resolution making the call is duly recorded in the minute book of the Company; and that notice of such call was duly given to the member sued in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence that the money is due.

如对催缴款项的收取提出诉讼，在其庭审或听审上需要证明被告人姓名在注册表上为被催缴股份的持股人或其一；做出催缴通知的决议充分记载在公司会议记录中；没有必要证明做出催缴的董事的任命，或其他类似事宜，但是上述事项的证据应为证明催缴款项为应付款项的决定性证据。

 

7 No member shall, unless the Directors otherwise determine, be entitled to receive any dividend or bonus, or to receive notice of or to be present or vote at any general meeting, either personally or(save as proxy for another member) by proxy, or to exercise any privileges as a member, or be reckoned in a quorum, until he shall have paid all calls or other sums for the time being due and payable on every on every share held by him, whether alone or jointly with any other person, together with interest and expense(if any).

除非董事另行决定，任何股东无权接受任何分红或补贴、接受股东大会通知、出席股东大会或在股东大会上投票（不论是个人或作为代理人）、行使任何作为股东的特权或作为法定人数计算，直到他支付了其当时所持股份的所有到期应付催缴股款或其他款项（无论是独自或同他人共同持有），及其利息和支出（如有）。

 

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