XYZ IB, S.L.

 

ARTICLES OF ASSOCIATION

 

 

                                            CHAPTER I.- GENERAL PROVISIONS

 

 

ARTICLE 1st.- The Company’s name is XYZ IB, S.L.

 

ARTICLE 2nd.- The Company’s object shall be ____________________

 

 

 

 

ARTICLE 3rd.- Any activities for the exercise of which the Law may demand special requirements not being met by the Company shall be excluded from the corporate object.

 

If, for the exercise of some of the activities comprised in the Company’s object some professional degree, administration’s permit or recording in Public Registers should be required by law, such activities shall be performed by an individual holding such professional degree and, as the case may be, they shall not begin until the administration’s required conditions will have been met.

 

IL DOCUMENTO È INCOMPLETO, A RICHIESTA SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)

 

STUDIO

MISURACA& Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

 

Il documento manca di molte parti, 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 document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

 

 

20123 MILANO (MI), Italia

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e-mail: info@smaf-legal.com

 

00198 ROMA (RM), Italia

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e-mail: info@smaf-legal.com

 

40123 BOLOGNA (BO), Italia

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tel.:    +(39) 051 64 40 543

fax.:   +(39) 051 09 52 565

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e-mail: misuraca@smaf-legal.com

 

 

 

 

ARTICLE 4th.- The Company is organised for an undefined period of time and will begin its operations on the day when the Memorandum of Association’s public deed will be executed.

 

ARTICLE 5th.- The Company’s fiscal year will be closed on the 31st December of every year.

 

ARTICLE 6th.- The Company’s registered office will be at ______________.

 

ARTICLE 7th.- The corporate capital is set at THREE THOUSAND AND TEN EUROS (3,010 Euros), divided into 3,010 participations numbered 1 to 3,010, both included, with a nominal value of ONE EURO (1 Euro) each, cumulative and indivisible, which shall neither be incorporated to marketable securities nor be called shares. The corporate capital has been fully subscribed for and paid up.

 

                             CHAPTER II.- RULES FOR COMPANY PARTICIPATIONS

 

ARTICLE 8th.- The participations in the Company will be subject to the regulations set forth by the Law.

 

The transfer of participations and the constitution of the real lien right of pledge shall be recorded in public instruments. The constitution of any other real lien rights shall also be recorded in a public instrument.

 

Any rights in front of the Company may be exercised as from the moment when the Company will have knowledge of the transfer or of the constitution of lien.

 

The Company shall keep a Register Book of Partners available for examination by any partner, from which such partners will be entitled to obtain certificates of any rights recorded in their name.

 

ARTICLE 9th.- The transfer of corporate participations shall be regulated by the provisions set forth in article 28 and following ones of the Law. Consequently, any voluntary transfer of participations through “inter vivos” acts between partners or in favour of partners’ spouses, ascendants or descendants, or in favour of companies belonging to the same group as the transferor will be free. “Mortis causa” transfers will likewise be free.

 

ARTICLE 10th.- In the event of any participation usufruct, the quality of partner rests with the mere owner but the usufructuary will be entitled, in any case, to collect the dividends declared by the Company during the usufruct period. In the case of pledges, partners’ rights will pertain to the owners.

 

                                            CHAPTER III.- STATUTORY BODIES

 

ARTICLE 11th.- The Company’s statutory bodies will be the General Meeting and the Directors and for any matters not provided for in the present Articles of Association these bodies shall be regulated by the provisions of articles 43 and following ones of the Law.

 

ARTICLE 12th.- GENERAL MEETING.- By a legal majority, the partners assembled in a General Meeting will resolve on any matters within the General Meeting’s competence.

 

ARTICLE 13th.- NOTICE OF MEETINGS.- General Meetings shall be called by the Directors, or Liquidators, as the case may be, by means of written individual notices sent by registered mail with receipt acknowledged to all the partners at their respective address recorded in the Register Book.

 

ARTICLE 14th.- ATTENDANCE AND REPRESENTATION.- All partners are entitled to attend General Meetings either themselves or represented by another person, whether a partner or not. The representation will cover all of the participations owned by the represented party, it shall be given in writing and, if not recorded in a public instrument, it shall be special for each General Meeting.

 

ARTICLE 15th.- DIRECTORS.- The General Meeting will entrust the administration of the Company either to a Sole Director, two Joint Directors, a number of no more than five Joint and Several Directors, or to a Board of Directors.

 

ARTICLE 16th.- The condition of partner is not required to be eligible as a Director.

 

ARTICLE 17th.- Directors will hold their position for an undefined period of time and they may be dismissed by the General Meeting even if such dismissal is not included in the Agenda.

 

ARTICLE 18th.- The Company’s representation, in and out of Courts, pertains to the Directors and it shall cover any acts comprised in the Company’s object, whereby they will be entitled, with no limitation whatsoever, to:

 

a) Buy, use, dispose of, alienate, encumber any movable or immovable property, constitute, accept, modify and cancel any personal or real rights, including mortgages. 

 

b) Execute any acts, contracts or juridical business with any covenants, clauses and terms they may deem appropriate; compromise and agree to arbitration procedures; participate in tenders and competitive biddings, make proposals and accept allocations. Acquire, encumber and alienate under any title and, in general, carry out any transactions involving shares, participations, bonds and other securities, and perform any acts which may result in participations in other companies, either by attending the incorporation thereof or by subscribing for shares or participations in capital increases or in other security issues.

 

c) Manage movable and immovable property; file declarations concerning buildings’ construction, plantations, surveys and markings of boundaries, material divisions, mortgage amendments; agree to, amend and cancel leases and any other  assignations of use and possession.

 

d) Draw, accept, endorse, intervene in and protest any bills of exchange and other draft notes.

 

e) Borrow money on loan or credit, acknowledge debts and credits.

 

f) Dispose of, follow up, open and close accounts and deposits of any kind with any credit and savings institutions and banks, including the Bank of Spain and other official banks, institutions and agencies, doing anything permitted by law and by banking practices.

 

g) Execute any contracts involving employement, transportation and transfer of business premises; collect and send commodities, shipments and drafts.

 

h) Appear before any Courts and Tribunals of any jurisdiction and before any public agencies, for any reason, and at any lawsuits and proceedings; file appeals, including those for dismissal or reversal, review or annulment, ratify any writs and desist from any actions, whether directly or through Lawyers and Court Agents to whom they will be entitled to grant Powers of Attorney.

 

i) Manage the Company’s trade organisation and business; appoint and dismiss employees and agents.

 

j) Execute and sign any public and private documents; withdraw and collect any amounts or funds from any public or private bodies and, to that effect, sign any  acquittances, receipts, invoices and bills of exchange.

 

k) Grant, amend and revoke any powers of attorney.

 

ARTICLE 19th.- The position of Director is not a paid one.

 

ARTICLE 20th.- BOARD OF DIRECTORS.- If a Board of Directors should exist, it will be made up by no less than three (3) and no more than five (5) members.

 

The Board will be validly constituted whenever there shall be present at the meeting, in person or represented by another Director, half plus one of the Board members. Representatives shall be appointed by means of a letter addressed to the Chairman. Resolutions shall be passed by an absolute majority of members present or represented at the meeting which shall be called either by the Chairman or the Vice-chairman, as the case may be. Voting in writing and with no meeting being held will be valid if not opposed by any Board Director. In case of a tie, the Chairman’s personal vote will decide.

 

The Board shall meet whenever so decided by the Chairman thereof, either upon his own initiative or at the request of two Board members. Calls shall be sent either by letter or by telegramme addressed to all and each of the Board members, twenty four hours ahead of time.

 

The Board of Directors shall appoint a Chairman among its members and shall appoint a Secretary, unless the General Meeting which appointed the Board of Directors should resolve otherwise. In any event, the position of Secretary may be held by a non-Board member.

 

                         CHAPTER IV.- SEPARATION AND EXCLUSION OF PARTNERS

 

ARTICLE 21st.- Partners will be entitled to separate themselves from the Company and they may be excluded from same upon resolution by the General Meeting for any of the causes and in the manner provided for in articles 95 and following ones of the Law.

 

                                    CHAPTER V.- DISSOLUTION AND WINDING UP

 

ARTICLE 22nd.- The Company shall be dissolved and wound up for the reasons specified in and in keeping with the system set forth in articles 104 and following ones of the Law.

 

ARTICLE 23rd.- At the time of winding up, the Directors will become Liquidators, except in the case that, upon resolving to wind up the Company, the General Meeting may appoint other persons to act as such.

 

Liquidators will exercice their position for an undefined period of time. Upon the elapsing of three (3) years since the beginning of liquidation proceedings with no final winding up balance sheet having been presented to the General Meeting, any partner or any person with a legitimate interest will be entitled to ask  the First Instance Judge of the corporate domicile to dismiss the Liquidators in the manner provided for in the Law.

 

ARTICLE 24th.- Each partner’s share in the winding up proceeds will be proportionate to its contribution to the corporate capital.

 

                                        CHAPTER VI.- UNIPERSONAL COMPANY

 

ARTICLE 25th.- In the event that the company should become a unipersonal one, the provisions of articles 125 and following ones of the Law shall be complied with and the sole partner will exercise the competences of the General Meeting.

 

If six (6) months have elapsed since the moment when one sole partner became the owner of all of the corporate participations and such circumstance has not been recorded in the Commercial Registry, the sole partner will be jointly and severally liable in person, without limitation, for any debts incurred in by the Company during the unipersonal period. Upon recording of the unipersonal condition, the sole partner will not be liable for debts incurred in thereafter.