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Spółka z o.o. eng


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Spółka z o.o. eng

  1. 1. ARTICLES OF ASSOCIATION Ltd. In PolandAuthorJulita Mortka – Lawyer, M&A expert, corporate and contract | | skype : julitamortkaConsuldimo is flexible and modern company which will provide you with all indispensable toolsto make your business work in Poland. Thanks to our experience in consulting and outsourcing,we can make the process of fully integrating our resources into your business needs as smoothand easy as possible.When starting up in business it is essential to get off on the right foot. We provide a widerange of legal and business services for private companies to ensure you to set up the rightframework in order to succeed in Poland. Depending on how you want to run your business wecan set up new companies of any type and convert company from one type to another as well.We participate also in M&A transactions, prepare investment agreements etc.We offer also legal assistance regarding transfer of copyrights and grant of license. We canprovide you with full support regarding copyright agreements, software law, new technologylaw, personal data protection and advertising law, intellectual property law.We offer a document drafting and checking service (regarding agreements, contract ofcollaboration, POA, acknowladges etc), this is perfect if you would like an expert to complete orcheck a document for you.We also provide you with fast access to most PL government forms. These forms are mostlyprovided free on government websites. Even if government are free youll have knowingexactly how to complete it in compliance with polish law, where to send it and what otherdocuments are required to be sent with it.Please dont hesitate to contact us for more information.NotePlease note that all templates prepared by us comply with Polish law.
  2. 2. ARTICLES OF ASSOCIATION LIMITED LIABILITY COMPANYI. GENERAL PROVISIONS§1The appearing persons hereby declare that, with a view to pursuing economic activity, theyhereby establish a limited liability company, hereinafter referred to as "company".§21. The company name will be: ______________ limited liability company.2. The company has the right to use the abbreviation __________Ltd.§3The companys registered office is located in _________________.§4The duration of the company is unlimited.§5The company shall operate the Polish Republic and abroad.§6The company operates under the Commercial Companies Code and current legislation.§7The company may establish their own branches in the country or abroad, and lead researchand development, sales and service facilities, and participate in other companies in the countryand abroad with the applicable rules in this area.§81. Object of company:a) PKD 32.4 Manufacture of games and toysb) PKD 33.2 Installation of industrial machinery and equipmentc) PKD 46.1 Wholesale on requestd) PKD 46.6 Wholesale of machinery, equipment and suppliese) PKD 71.2 Technical testing and analysisf) PKD 72.1 Research and experimental development on natural sciences and engineeringg) PKD 74.1 Activity in the specialized designh) PKD 74.9 Other professional, scientific and technical activitiesi) PKD 85.5 Other education2. If you need a permit or license from the relevant authorities, the company will beginoperations in this area, when they are available.II. SHARE CAPITAL§91. The share capital amounts to ____________ zł (in words _________________)
  3. 3. and is divided into ______ shares of nominal value______________ (in words _______) each.2. Shares in the company are equal and indivisible.3. Each shareholder may have more than one share. Payments for shares will be made in cash.§ 101. Shareholders (founders) take up shares in the share capital as follows:a) _____________ takes up __________ shares, at ________ zł (in words _______) eachwith the aggregate sum of _______ zł (in words: _____________)b) _____________ takes up ________ shares, at ____________ zł (in words _____), eachwith the aggregate sum of ____________ zł (in words __________)2. The shares referred to in point 1 above were contributed as follows:a) Shareholder ___________ has covered his share in cash from personal propertyb) Shareholder___________ has covered his share in cash from corporate assets.§ 111. Disposal or pledge of shares requires the consent of the company. The consent shall beexpressed by the Management Board in writing with the signature notarized.2. In case of refusal to consent by the Management Board, consent to transfer may be grantedby the court of registration, but only for important reasons.3. In the case referred to in point 2 par. 11, the company may, within a period specified by theregistry court, present the new buyer. In the case of lack of agreement, the purchase price anddate of paymen, shall be established by the registration court at the request of a member or acompany.4. The other shareholders have a right of priority and pre-emption in the purchase of sharesheld for sale.5. The intention to sell shares in part, fraction or all the shareholder must notify to theManagement Board, at least 2 weeks before the date of disposal.6. The Management Board is required to submit a proposal of disposal of shares to othershareholders, who, within 14 days of the notification may exercise the right of priority and / orpre-emption. Failure by the other shareholders means dispense with the exercise of the rightof priority and pre-emption.7. Notwithstanding the provisions of point 6 par.11, the remaining shareholders may waivetheir right of precedence and pre-emption, before the date indicated in section 6 par.11.8. Disposal of share or a part or fraction thereof, or pledge of such share shall be made inwriting with signatures certified by a notary.§ 121. Shareholders undertakes to make additional payments within numerically specified amountsin proportion to their shares to cover losses of the company disclosed in balance sheet, whichcan not be higher than 100% of the contributed shares.2. The amount and timing of additional payments will be determined as necessary by theresolution adopted by General Meeting of simple majority of votes.§ 131. Shareholders shall have the right to participate in profit shown in annual financialstatements in proportion to shares held in the company, unless otherwise decided by theshareholders meeting by a majority of ¾ of the votes cast.2. The financial year of the company coincides with the calendar year.3. Shareholders have a monthly advance payment of dividend in the amount of income tax.III. COMPANYS AUTHORITIES
  4. 4. § 14The governing bodies of the company are:1. Shareholders Meeting2. Management Board§ 15The following issues require resolution of the shareholders meeting:1. approval of the companys development and long-term plans for its business,2. examination and approval of a management board report on the companys operations,financial statements for the previous financial year and acknowledgment of the fulfilment ofduties by members of companys authorites3. provision for damages suffered during the establishment of the company or its management4. disposal or lease of the business enterprise or an organized part thereof, or establishment ofa property right thereon5. acquisition and disposal of real estate, or interest in real property6. reimbursement of additional payments7. execution of the agreement referred to in Article. 7 Code of Commercial Companies8. coverage gains or losses,9. appointment and dismissal of board members,10. increase or decrease of capital,11. acceptance or recourse to the courts on the exclusion of a shareholder,12. amendments of articles of association,13. review and decide on applications made by the management board,14. dissolution and liquidation of the company,15. merger, transformation, division of a company16. disposition of the law or the incurrence of liabilities for which the mean purchases of fixedassets or other goods in the value of intellectual property and incurring of liabilities (loansleases, etc.) for each value of more than PLN 100 000.0017. other matters provided by the Commercial Code.§ 161. In the cases provided for in this paragraph, the shares of shareholders may be redeemedwith the consent of the shareholder through the acquisition of the share by the company(voluntary redemption) or without the consent of the shareholder (compulsory redemption).2. Compulsory redemption may be enforced if:a) serious breach of contract by a shareholderb) comply with the restriction of competition by a shareholder3. Redemption of share requires a resolution of the general meeting adopted unanimously.4. In the case of compulsory redemption, the shareholder is entitled to remuneration not lessthan the value per share of net assets reported in financial statements for the last fiscal year,minus the amount available for distribution to shareholders.5. Upon of the consent of a shareholder, a share may be redeemed without payment.§ 17Under the provisions of this Articles of Association may be made up share capital increase of500 000,00 zł on or before 31 December 2014. Such increase shall not be construed as aamendment of articles of association.§ 181. Resolutions of the shareholders meeting shall be adopted by an absolute majority of votes,unless the law does not provide for another qualified majority.2. The meetings of the general meeting of the shareholder to one vote equivalent to one share.
  5. 5. 3. Shareholders Meeting may be held in Krakow, Warsaw.§ 191. Meeting of Shareholders may be ordinary or extraordinary.2. Ordinary Meeting of the Board shall convene not later than six months after the end of thefinancial year.3. The Extraordinary Meeting shall be convened by the management board as it deemsadvisable. Each shareholder is also entitled to convene an extraordinary general meeting ofshareholders.4. Shareholders meeting shall be convened by notices sent by registered mail or courier atleast two weeks before the date of the meeting, unless otherwise decided.. Instead, registeredmail or courier, a notice may be sent via email.5. Shareholders take part in the general meeting in person or by proxy.§ 201. Management Board may be one or two persons and consist of the President or the Presidentand board member. These functions can be used either as shareholders, as well as others.2. Management Board members are appointed for a common four year term of office.3. Management Boards member may not, without permission in writing of the generalmeeting, deal with the competing interests of the shareholders or the members of the othercompany, and lead to self-employment activity which is similar to the subjects actions.4. Management Board members are entitled to remuneration or reimbursement of costsassociated with the duties under the rules adopted by the shareholders meeting and by theemployment contract with the board members of the general meeting signed by proxy.5. The function of the first President of the Board fully _____________, creating a singleBoard.§ 211. Management Board represents the company externally and manages its affairs.2. The President of the Board shall have the right to self-manage the affairs of the company tothe extent not exceeding the usual activities.3. In matters of extraordinary activities its necessary adoption of a resolution by simplemajority of votes.IV FINAL PROVISIONS§ 221. Company may be dissolved in the cases provided for by law, and by way of a notarialprotocol found valid, the resolution of the shareholders of the shareholders or the companysbankruptcy.2. The resolution on dissolution must be by a majority of votes present at the shareholderswho represent at least three quarters of the share capital.§ 231. Liquidation of the company may carry out management or liquidator elected by theshareholders meeting.2. Liquidation is carried out under the companys business with the addition of "in liquidation".3. From the moment of opening the liquidation proxy expires and the new one can not beestablished.§ 241. Fiscal year is the calendar year, with that first year ends on December 31, 2012.
  6. 6. § 25The court may esclude a shareholder due to the iconcerning reasons upon the claim againsthim performed by shareholders representing more than 50% of the share capital.§ 26In matters not governed by this Articles of asociation shall be governed by the CommercialCompanies Code and other normative acts currently in force.