ARTICLES OF ASSOCIATION
OF
XYZ
.......... .......... LTDA.
By this private instrument:
(a) XYZ
BETEILIGUNGSGESELLSCHAFT m.b.H., a
company incorporated and existing in accordance with the laws of Austria, with
its head office located at …….., Austria, in this act represented by its
attorney-in-fact Mr. .......... .......... .......... .........., Brazilian,
married, lawyer, bearer of Brazilian Identity Card RG nº …………, enrolled with
the……………with offices in the City of São Paulo, State of São Paulo, at Rua ……………………..; and
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IL CONTRATTO È INCOMPLETO, A RICHIESTA
SARÀ INVIATA UNA COPIA COMPLETA (artt.17
ss Cod.Deont.) STUDIO
MISURACA,
& Associati/Associates
Studio Legale Law Firm Il contratto manca di molte clausole, lo studio legale SMAF invia su
gentile richiesta una completa copia a titolo di prestazione professionale a
pagamento ex artt.17 ss. Cod.
Deont. Forense / The contract has
missing clauses; please, consider SMAF law firm allowed to send a you a
payable copy according to Italian Forensic Deontology Code. |
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(b) ..........
.........., Brazilian, married, engineer, bearer of Brazilian Identity
Card RG nº ……., enrolled with the CPF/MF under nº ……………., resident and
domiciled in the City of .........., State of Paraná at Rua
do ..........,
incorporate,
and in fact have incorporated, a limited liability quota company, which will be
governed by the following clauses and conditions:
1. The
company operates under the name XYZ .......... ..........
LTDA., and it is governed by these Articles of
Association and legal applicable provisions.
2. The
company's head office is located in the city of .........., State of Parana, at
______________.
Sole
Paragraph By means of a resolution of the
quotaholders representing 80% (eighty per cent) of
the corporate capital, the company may open branches, agencies, offices, representations
or other establishments, within the country or abroad.
3. The
corporate purposes of the company are:
(i) sale, distribution, assembly,
commercialization, representation, importation and exportation of household
appliances, including cookers, produced or traded with any trademark of Xyz Group;
(ii) production, sale, distribution,
commercialization and exportation of household
appliances, including cookers, produced by
the company;
(iii) administration
of its own assets and business; and
(iv) participation as a
partner, shareholder or quotaholder in other civil or
business corporations, national or foreign.
4. The
duration of the company is indeterminate.
5. The
corporate capital is R$ 240,000.00 (two hundred and forty thousand reais), divided into 240,000 (two hundred and forty
thousand) quotas, with the par value of R$ 1.00 (one real) each, distributed
between the partners as follows:
(i) XYZ
BETEILIGUNGSGESELLSCHAFT m.b.H. holds 228,000 (two
hundred and twenty eight thousand) quotas, in the total amount of R$ 228,000.00
(two hundred and twenty eight thousand reais); and
(ii) ..........
.......... (full
name) holds 12,000 (twelve thousand)
quotas, in the total amount of R$ 12,000.00 (twelve thousand reais).
First paragraph
- The responsibility of the partners, in accordance with legislation in force,
is limited to the total value of the capital.
Second
paragraph -The subscribed quotas will be paid up within 1 (one) year as from
the current date, in current local currency, credits or assets.
6. Company
management and administration is assigned to the partner XYZ
BETEILIGUNGSGESELLSCHAFT m.b.H., which, hereby,
delegates its powers to Mr. .......... ..........,
identified above.
Sole
paragraph - The monthly remuneration of the delegated-manager will be fixed by
resolution of quotaholders representing 80% (eighty
per cent) of the capital and will be treated as general expenses.
7. With
due regard to Clause 8 below, the delegated-manager or the company’s attorneys-in-fact,
individually, shall be responsible for the undertaking of acts considered
necessary or appropriate to the management of the company, for whom the powers
necessary are given to:
(i) represent
the company in court or out of court, actively or passively, before third
parties, any government office, federal, state or municipal government, as well
as any other government office, mixed economy companies, and quasi public
corporation; and
(ii) sign checks,
bills of exchanges, payment orders, deeds, or any other securities, contracts
or documents that result in responsibilities or obligations to the company.
Sole
paragraph - The powers of attorney granted by the company must be signed by the
delegate-manager and, in addition to stating the express powers conferred,
must, with the exception of those granted for legal purposes, state a limited
period for which they are valid.
8. The
effectiveness and validity of the following acts and decisions shall be subject
to the prior and express approval of quotaholders
representing 80% (eighty per cent) of the corporate capital:
(i) the approval of the General Business Plan for development of
the company’s business and its respective amendments and deviations;
(ii) the
approval of the Annual Budget and Business Plan and its respective amendments
and deviations;
(iii) the execution of any
agreements, contracts, documents, deeds, titles, instruments and/or capital
expenditures, borrowings, loans and the granting of guarantees of any nature,
and the undertaking of obligations in name of the company which amount exceeds
R$ __________ (__________ reais);
(iv) the
liquidation, sale, transfer, alienation, mortgage, burdening or encumbrance of
fixed assets of the company which amount exceeds R$ ______________ (__________ reais);
(v) capital
increases, capital reductions and the retention and/or distribution of profits;
(vi) any
amendment to this Articles of Association, including any amendment to exclude
any minority quotaholder(s);
(vii) the
entering into any activities or business outside the company’s corporate
object, as defined in this Articles of Association;
(viii) the merger or amalgamation of
any other company into the company, or the merger of the company into any other
company, its split-off, amalgamation or transformation into any other corporate
type;
(ix) the acquisition, sale,
transfer or disposal in any shares or quotas of any companies, as well as the
company’s association, under any circumstances, with another company, including
the setting up of a consortium or group of companies;
(x) the acquisition, use,
assignment, sale, transfer or licensing of any patents, copyrights, trade
secrets, technology, know-how, trademarks, tradenames
or other intellectual property rights by the company;
(xi) the entering of company into
any agreements, transactions, or business of any nature and the execution of
any contracts (and any subsequent modifications) with any shareholder or any
other company or individual which is directly or indirectly linked, associated,
subordinated or controlled by them, and the termination of the same without
just cause by the company;
(xii) the
decision regarding bankruptcy, creditors agreement, dissolution and liquidation
of the company, as well as the appointment of a liquidation;
(xiii) the
disclosure of confidential information; and
(xiv) establishment
of rules, policies and guidelines for the company, including those relative to
the operational structure, relationship with clients and billing.
9. Acts
undertaken by the partners, delegate-managers, attorneys-in-fact or employees,
which involve the company in business liabilities or transactions contrary to the
company's objectives are expressly prohibited, and are null and void with
respect to the company, such as sureties, endorsements or any other guarantees
in favor of third parties.
10. Admission
of new partners must be approved by the majority quotaholder.
None of the partners may assign or transfer any of their quotas to third
parties, without the authorization of the majority quotaholder.
11. The
company's financial year starts on January 01, and ends on December
12. The
net profits calculated by the company shall be distributed to the partners in
proportion to their capital participation.
13. In
the event of the company being dissolved or liquidated, the liquidator will be
nominated by the majority quotaholder. In this case,
the company's assets will be used to liquidate its liabilities and any balance
remaining will be allocated between the quotaholders
in proportion to the number of quotas that each holds.
14. The
removal, extinction, exclusion or bankruptcy of any of the partners will not
result in the company being dissolved; it will continue with the remaining
partner for the period provided by law, unless this partner decides to
liquidate the company. The removed, extinct, excluded or bankrupted quotaholder(s) will have his/her/their rights appraised as
per the latest balance sheet of the company and will be paid in 12 equal
monthly installments.
15. The
courts of the city of .........., state of Paraná are hereby elected to deal
with any questions arising from this contract, to the exclusion of any other
courts, however privileged they might be.
And, being fair and contracted, the
parties sign three copies of the present instrument of equal form and content,
together with two witnesses below, all present.
.........., December __, ………..
P.p._______________________________________________
XYZ
BETEILIGUNGSGESELLSCHAFT m.b.H.
.......... .......... ..........
..........
_______________________________________________
.......... ..........
Signed:
____________________________
.......... .......... ..........
..........
……………..
Witnesses:
1. _____________________ 2.
_____________________
Name: Name:
R.G.: R.G.:
