XYZ IB, S.L.
ARTICLES OF
ASSOCIATION
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
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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.