AGREEMENT SAMPLE: Pursuant to Article 33.3 and 86 of the Law

advertisement
AGREEMENT SAMPLE:
Pursuant to Article 33.3 and 86 of the Law on Business Organizations and the necessity to
exercise the Business, the citizens-now Founders “name and surname”, both from Place on
________ concluded the:
AGREEMENT ON THE ESTABLISHMENT
Of the Business Organization “name” IN “headquarter”, LIMITED LIABILITY COMPANY (L.L.C.)
Article 1
The Founders after signing this Agreement shall establish the Company, which has the legal
status of a limited liability company in accordance with the Law on Business Organizations.
Article 2
NAME OF COMPANY
2.1. The Form will do business under the name:
BUSINESS ORGANIZATION “name” limited liability company.
2.2. Abbreviated name:” “name” L.L.C.
Article 3
TYPE OF THE COMPANY AND ADDRESS
Company has legal status: limited liability company
Address of headquarter is in “place and address“.
Registered Agent is “Name Surname”.
Article 4
DURATION OF PERIOD
Duration of the operation of the organization as an l.l.c. will be for an indefinite time.
Article 5
PURPOSE OF THE ESTABLISHMENT OF THE COMPANY
The purpose of the establishment of Company is a legal business purpose, as well as personal
benefit, and the assistance for the place where they live through various contributions and taxes.
Article 6
Minimal Share Capital
6.1. A minimum share capital of the company is Euro 1.000.oo (one thousand Euro). The
minimal share capital is separated by 100 shares worth each Euro 10, 00.
6.2. Company founders Name Surname and Name Surname are owners to 50% of minimum
share capital of the company each of them ( so each by 500,oo Euro), the owners also are the
shareholders of the company with 50% of their shares.
6.3. A minimum share capital may be changed by all methods and modalities foreseen in with
the law in power.
6.4. The company authority in charge to decide for changing the minimum share capital is the
Assembly of shareholders, which according to the Director report that contains sufficient
indicators that required the law in power.
6.5. In case of increasing the minimum share capital, the shareholders of the company, has the
primary right to sign it, in proportion with amount of their shares and based to the percentage of
company capital.
6.6. The increase of minimum shares can be done only by shareholders unanimous approval,
except in case when are included the profit reserves or are issued premiums.
6.7. They may withdraw themselves from this right, only by making a written note to the
shareholders meeting that has approved the increase.
Article 7
COMPANY SHAREHOLDERS
7.1. Shareholders of the company may be natural or legal persons, who have put or will have in
their possession shares of the company, through all the methods prescribed by law.
7.2. The ownership on the shares of the Company contains full rights adherence to the statute of
the company through the representation in the Assembly of Shareholders.
Article 8
RIGHTS AND DUTIES OF SHAREHOLDERS
8.1. Each shareholder has the right of participation in the profits distributed by the company and
benefits proportionally with the amount of shares that he owns.
8.2. Any delay in payment of due amounts of the outstanding amounts of shares incurs the
payment of interest, pursuant to legal percentage, without prejudice of the personal actions that
the company may exercise against the shareholder to whom it has not paid the obligation and of
the mandatory implementation measures provided by the applicable legislation.
Article 9
DIRECTOR
9.1.. The Director of Company is appointed: ”Name Surname” from “place” str. ____________
who shall exercise his /her functions under the control of the Assembly of Shareholders.
9.2. The Director may be dismissed by the Assembly of Shareholders due to violation of the law.
Causes of violations of law are considered particularly: serious fault of the Director, his/her
inability to perform its functions correctly or when the Assembly loses faith in him.
Article 10
Powers
The Director has the power defined by the Statute to act in any circumstance on behalf of the
Company, and these powers are exercised within the Company’s activity.
Article 11
FOUNDERS
The founders of “name”. in “Place “ are:
1. Name –Surname, address and
2. Name -- Surname address.
Article 12
PROCEDURES FOR AMENDMENT OF REGULATIONS
Besides the Statute, the Company will also issue other normative acts which will help the work
of the Company.
The method of amending the regulations shall be similar to that of issuing the regulations.
On:________
Founders:
Name, Surname _____________________
Name, Surname _____________________
Note: After entering the data delete the text in red.
Download