DRAFT OF ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY
I. General provisions
Those, who have shown up, hereinafter referred to as founders, stated that in the purpose of conducting of the business in Poland they are founding a limited liability company, hereinafter called a Company, on the following rules.
The Company shall operate under the business name ____________________ Spółka z ograniczoną odpowiedzialnością.
The Company may use the abbreviated names:
- ____________ Spółka z o.o.
- ____________ z o.o.
- The Company’s registered seat is in _________.
- The Company shall operate in the territory of the whole country and abroad.
- The Company may be a shareholder in other companies in country and abroad.
- The Company is incorporated for an unlimited period.
The Company can create branches, representative offices and subsidiaries in Poland and abroad, as well as manufacturing, trading and service companies, as well as participate in other companies in Poland and abroad and in all legally binding organizational and legal relationships.
The object of the Company’s business is to conduct following business activities:
- 01.Z – Computer programming activities,
- 02.Z – Computer consultancy activities 62.03.Z – Computer facilities management activities,
- 03.Z – Computer facilities management activities,
- 09.Z – Other information technology and computer service activities,
- 51.Z – Wholesale of computers, computer peripheral equipment and software,
- 11.Z – Advertising agencies,
- 20.Z – Market research and public opinion polling,
II. Share capital
- The Company’s share capital shall amount to 5 000,00 PLN and is divided into 100 shares of 50,00 PLN each.
- The shares in the Company are equal and indivisible.
- Each Shareholder may hold more than one share.
- The share capital shall be held in full by ____________, with its seat in _________________________________.
- The shares may be covered in cash or by contributions in kind.
- The Company’s share capital may be increased by virtue of a resolution of the General Meeting, specifying the method and the value of the capital increase, and in case of issuance of new shares, also the terms of their subscription.
- The share capital may be increased by creation of new shares or through an increase of the value of the existing shares.
- The contributions towards the shares in increased capital can be made in cash or in-kind.
- The increase of the Company’s share capital to the amount of 10.000.000 PLN until December 31st, 2040, does not represent the amendment of the articles of association.
III. Shareholders’ rights and obligations
- The Shareholders shall be entitled to share in the net profit allocated under the resolution of the General Meeting.
- The General Meeting may exclude a portion or the whole profit from the allocation and designate it for Company special-purpose funds.
- The Management Board is entitled to pay the Shareholders an advance on the expected dividends for the financial year if the Company has sufficient funds for such payment.
- The shares are transferable and may be pledged.
- The sale of and the pledge on the shares shall be approved at the General Meeting by virtue of a resolution.
- The sale of and the pledge on shares must be made in writing, with signatures duly authenticated by a public notary, for its validity.
- The Shareholder intending to sell or pledge their shares in whole or in part shall be obliged to notify thereof the Management Board.
- The remaining Shareholders have the priority in acquisition of shares.
- If none of the Shareholders uses the right granting them the priority in the acquisition of shares, the Shareholder selling the shares is free in choosing the buyer, subject to provisions of the point 2.
- The shares may be redeemed or the usufruct may be created on them.
- The share of the Shareholder may be redeemed with consent of the Shareholder by share acquisition by the Company (voluntary redemption).
- Shareholders may be required by resolution of shareholders to make additional payments to cover balance sheet losses or for any other purpose as specified in the resolution of the General Meeting of Shareholders.
- The amount of additional payments is determined within the proportion in relation to its shareholding, and shall not exceed 100 times of the nominal value of shares held.
- The amount and terms of additional payments will be determined each time by the resolution of General Meeting of Shareholders.
- The additional payments may be returned to shareholders on the basis of the resolution of the shareholders, unless they are needed to cover the loss indicated in the financial statements of the Company. The term and conditions of repayment will be determined by Meeting of Shareholders.
- Shareholders may provide loans to the Company.
IV. Company Governing Bodies
The Company governing bodies are: The General Meeting and the Management Board.
- The General Meeting takes place in the registered seat of the Company or in Warsaw.
- Each share gives the right to one vote at the General Meeting.
- The Shareholders participate in the General Meeting personally or represented by their attorneys in fact.
- The resolutions of the General Meeting shall be adopted by an absolute majority of votes, unless regulations of law or of the present agreement require qualified majority of given votes.
- The Ordinary General Meeting shall be convened by the Management Board once a year by 30 June of the year following the end of the financial year.
- The Extraordinary General Meeting shall be convened by the Management Board in justified cases or at request of the Shareholders representing at least 1/10 (one tenth) of the share capital of the Company.
- The exclusive competence of the General Meeting, except of matters indicated in the Commercial Companies Code, are resolutions in respect to:
- the consideration and the approval of the balance-sheet and the profit and loss account for the previous year and the granting of approval of the performance by the Management Board of its duties,
- the allocation of profits or the financing of losses,
- the approval of transferring or letting in tenancy of the enterprise of the Company and establishing over it a right of usufruct,
- the amendments to the articles of association, merger or dissolution of the Company,
- the formation of the special-purpose-funds covered from the allocated profits,
- the increase or decrease of the share capital,
- the sale or the acquisition of the real estate or the perpetual usufruct right,
- the approval of the sale or pledge of the shares,
- other matters, not provided for herein, provided in the Commercial Companies Code or presented by the Management Board or the Shareholders.
- In case of making the resolutions concerning the matters referred to in § 14 (1) (c), (d), (e), (f), (g) and (h) for the validity of the resolution the consent of all Shareholders present at the General Meeting is required.
- A disposal of a right or contracting of an obligation to provide performance of the value exceeding twice the amount of the share capital shall not require the resolution of the Shareholders, except of taking by the Company any credits, loans, granting guarantees, in view of the fact that in these situations the resolutions of the General Meeting must be adopted unanimously by the present Shareholders.
- The Management Board of the Company may be one-person or be comprised of two to three members.
- The Management Board is elected by the General Meeting.
- The members of the Management Board can be Shareholders or persons who are not Shareholders.
- The Management Board shall be appointed for a five-year term of office.
- The member of the Management Board, who is not the Shareholder, shall have the right to participate in the General Meetings in an advisory capacity.
- The agreements with the member of the management board shall be concluded in the name of the Company by an attorney in fact appointed by the General Meeting.
- The competence of the Management Board shall include the affairs of the Company not reserved for the exclusive competence of the General Meeting.
- The Management Board shall adopt its regulations.
- The following persons shall be authorized to represent the Company:
- in case of one-person Management Board – the President of the Board alone,
- in case of the two- or three-person Management Board – one member of the Management Board alone (single representation).
- The Management Board can grant the commercial power of attorney and appoint attorneys in fact, indicating their powers.
- In case of any disputes among the members of the Management Board concerning the resolutions, the President of the Management Board shall have the casting vote.
V. Final provisions
The General Meeting may create special-purpose funds, in particular reserve fund, development fund, social benefit fund.
In case of the dissolution the Company assets shall be divided in proportion to the value of shares.
The financial year shall be equivalent the calendar year.
The announcements made by the Company shall be published in the Monitor Sądowy i Gospodarczy .
To the matters not provided for herein the pertinent provisions of the Commercial Companies Code will be applicable.
Any disputes that may arise between the shareholders in connection herewith will be settled by a common court territorially competent for the registered seat of the Company.
The appearing party declare that this deed includes the protocol of the first shareholders meeting, during which unanimously appointed the first Board in the persons of
- Mr _______________, son of _________ and _____________, that resides at ____________________________ – as Member of the board, Chief Executive Officer, who in a separate written statement agreed to be a member of the Management Board and Chief Executive Officer.
- Mr _______________, son of _________ and _____________, that resides at ____________________________ – as Member of the board, who in a separate written statement agreed to be a member of the Management Board.
The costs of preparation of this act shall bear on founding members.
Copies of this act are issued to Shareholders and to the Company in any number.