STATUTE SAMPLE
Statute of a Limited Liability Company
In accordance with the requirements of Article 33 of the Law No. 02/L-123 on Business
Organization and the provisions of Law No.04/L-006 amending and supplementing the Basic
Law on Business Organization in Kosovo, the Founders of the Limited Liability Company, on
______________ issue the:
STATUTE
of
“ ______________ ” L.L.C.
(name of company)
_____________ - Limited Liability Company
(headquarter)
Article 1
GENERAL PROVISIONS
This Statute shall regulate the following:
- name of the Company,
- type of the Company,
- address of its headquarter,
- extension period,
- activity of the Company,
- types of shares authorized for issue, their nominal value, number and the rights of their
holders;
- governing bodies,
- names and addresses of founders and
- procedures under which may be amended the regulations.
Article 2
NAME OF THE LIMITED LIABILITY COMPANY
Full name of the Company is: Business Organization ” (name)” limited liability company
Shortly:” (name)”l.l.c. .
Article 3
TYPE OF THE COMPANY
Business Organization is a Limited Liability Company, shortly L.L.C.
Article 4
HEADQUARTER’s ADDRESS
4.1. Headquarter of the ”name of the Company” l.l.c.. is at (company’s address ).
4.2. Registered agent of this business organization is (name and surname), who is the legal agent
to receive services, notices, requests and other acts sent by public authorities.
4.3 The Company may establish subsidiaries, representation offices in the country in accordance
with the applicable legislation.
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
DURATION PERIOD OF THE COMPANY
Duration of the operation of the organization as an l.l.c. will be for an indefinite time.
Article 7
ACTIVITY OF THE COMPANY
Activity of the Company is:
Example as follows:
1551 Milk processing and cheese production
5133 Wholesales of milk, diary products, eggs, oil and fats
5227 Other retail trade of food, beverages and tobacco in specialized stores.
All activities of the Company shall be registered at the Registration Office that operates within
the Ministry of Trade and Industry.
Article 8
COMPANY FOUNDERS
10.1. The founders 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.
10.2. The Founders are:
1. Name Surname – Residential address
2. Name Surname – Residential address.
10.3. 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 9
THE RIGHTS AND DUTIES OF FOUNDERS
11.1. Property interests that might be called "shares" in a limited liability company are the units
based on which is divided the property in the Company.
11.2. A property interest in a limited liability company is personal property of the owner and can
be transferred in part or in whole, depending on the restrictions provided in this Statute and other
restrictions stipulated in the Agreement of the Company.
11.3. The founders of the company are responsible for all debts of the company and all other
assets with all assets.
11.4. All the founders or any of them that undertake action on behalf of limited liability company
by opening bank accounts, purchasing and leasing property, concluding contracts or undertaking
other obligations, are jointly and personally liable for claims and obligations arising as a result of
these actions.
11.5. 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.
11.6. 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 10
GOVERNING BODIES OF THE COMPANY
Governing bodies of the Company are:
1. Assembly of Shareholders
2. Director or Managing Directors.
The Company may also establish and maintain a Board of Directors.
Article 11
ASSEMBLY OF SHAREHOLDERS
13.1. Assembly of shareholders, whether ordinary or extraordinary, has the powers and takes all
decisions prescribed by the Law on Business Organizations or the Statute.
13.2. Assembly of shareholders shall be held at the registered office of the Company or in
another place previously designated through the call for the meeting.
Article 12
THE RIGHT TO VOTE
14.1. The right to vote derives from the ownership of shares they represent and each share
provides the right of at least one (1) vote.
14.2. The right to vote deriving from the representation, requires a written representation
mandate in compliance with the applicable legal provisions.
Article 13
CHAIRING OF THE ASSEMBLY MEETINGS
15.1. Calling of the Assembly meeting is made:
- through the notification sent by a recommended letter to the address of each shareholder at the
expenses of the Company or
- electronically at the email addresses of shareholders, which must require a confirmation.
15.2. Meetings of the Assembly of Shareholders, are chaired by a Chairman appointed by the
Assembly.
15.3. The meeting of the Assembly may also be chaired by persons who are authorized, in
accordance with the Law on Business Organizations.
15.4. The Chairman appoints a minutes secretary to record the minutes of the meeting regarding
the items of the agenda.
Article 14
MINUTES OF THE MEETING OF THE ASSEMBLY
16.1. Minutes of the meeting of the Assembly must be kept in accordance with the requirements
of the Law on business organizations and at the end it must be signed by the Chairman and the
minutes secretary.
16.2. The extraordinary assembly can take valid decisions only if the shareholders being present
or represented own in the first meeting at least ½ of shares and in the second ¼ of the shares with
voting rights. In the absence of the quorum the second meeting of the Assembly may be
postponed to a later date, not more than two months from the date of first call. It takes a decision
by a ¾ majority of votes belonging to the shareholders being present or represented.
16.3. Ordinary Assembly takes valid decisions in the first meeting, only if the shareholders
present or represented own ¼ of shares with voting rights. If this meeting does not pass, in the
second meeting it is required the quorum.
16.4. Ordinary Assembly takes a decision by the majority of votes owned by the shareholders
being present or represented.
Article 15
THE RIGHT TO BE ACQUAINTED WITH THE DOCUMENTS
The Director must, at least 8 days before the appointment of the Assembly meeting, send the
necessary documents to the shareholders to be acquainted and to give a full judgement on the
administration and performance of the company works at the end of the year, reports on
company’s activities, accounting expert report, the report of the Supervisory Council, all draft
decisions and conclusions and all other documents provided by the “Law on Business
Organizations”.
Article 16
COMPANY OFFICIALS
18.1. Company officials shall be selected by the Director. The company cannot have less than
two officials.
18.2. Powers of officers are provided for by the regulations of the Company and in agreement
with the Director pursuant to the provisions of the Law on Business Organizations and other
relevant laws.
Article 17
DIRECTOR
19.1. The Director of Company is appointed: ”Name Surname - Residence” who shall exercise
his /her functions under the control of the Assembly of Shareholders.
19.2. 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 18
POWERS AND LIMITATIONS
20.1 The director has the following powers:
 to appear, represent and sign on behalf of the Company,
 to execute the Decisions of the Assembly,
 to manage the business of the Company,
 to organize and manage the working process,
 to prepare annual accounting statements and reports on business,
 proposes the Decisions issued by the Assembly,
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proposes the internal organization of the Company,
recruits and terminates the employment contract of employees,
decides on the designation of employees in work positions,
takes cares for the legality of work in the Company,
decides on the disciplinary procedures for employees,
performs other duties in accordance with the law, the Statute and Decisions of the
Assembly.
20.2. The Director as the representative of the Company is authorized to enter into contracts and
perform all other legal actions without any restriction.
Article 19
REPRESENTATION
Legally, the Company is represented by the Director.
Article 20
SEPARATION, MERGER AND LIQUIDATION OF THE COMPANY
The company may be separated, merged, liquidated or transformed into another form, before the
deadline set by the decision of the extraordinary meeting of shareholders, in accordance with the
provisions of the “Law on Business Organizations”.
Article 21
FINAL PROVISIONS
24.1. This Statute shall enter into force on the day it is approved by the Founders of the
Company.
24.2. Amendments and supplementations to the Statute shall be made in accordance with the
same procedure as it was approved.
24.3. For all matters that are not defined in this Statute shall apply the provisions of the Law on
Business Organizations.
Date: ________________
Place: _______________
Founders:
1. Name and Surname ________________
2. Name and Surname ________________
Note: After entering the data delete the text in red.