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:
STATUT
of
“ ______________ ” L.L.C.
(name of company)
_____________ - Limited Liability Company
(headquarter)
I. General Provisions
Article 1
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.
NAME OF THE LIMITED LIABILITY COMPANY
Article 2
Full name of the Company is: Business Organization ” (name)” limited liability company
Shortly:” (name)”l.l.c.
TYPE OF THE COMPANY
Business Organization is a Limited Liability Company, shortly L.L.C.
HEADQUARTER’s ADDRESS
Article 4
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.
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.
DURATION PERIOD OF THE COMPANY
Duration of the operation of the oganization as an l.l.c. will be for an indefinite time.
Article 7
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
8.1. 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.
8.2. The Founders are:
1. Name Surname – Residential address
2. Name Surname – Residential address.
8.3. 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.
THE RIGHTS AND DUTIES OF FOUNDERS
Article 9
9.1. 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.
9.2. 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.
9.3. The founders of the company are responsible for all debts of the company and all other assets with all assets.
9.4. 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.
9.5. 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.
9.6. 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.
GOVERNING BODIES OF THE COMPANY
Article 10
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.
Assembly of Shareholders
Article 11
11.1. Assembly of shareholders, whether ordinary or extraordinary, has the powers and takes all decisions prescribed by the Law on Business Organizations or the Statute.
11.2. 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
12.1. The right to vote derives from the ownership of shares they represent and each share provides the right of at least one (1) vote.
12.2. The right to vote deriving from the representation, requires a written representation mandate in compliance with the applicable legal provisions.
Chairing of the Assembly meetings
13.1. 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.
13.2. Meetings of the Assembly of Shareholders, are chaired by a Chairman appointed by the Assembly.
13.3. The meeting of the Assembly may also be chaired by persons who are authorized, in accordance with the Law on Business Organizations.
13.4. The Chairman appoints a minutes secretary to record the minutes of the meeting regarding the items of the agenda.
Minutes of the meeting of the Assembly
14.1. 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.
14.2. 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.
14.3. 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.
14.4. Ordinary Assembly takes a decision by the majority of votes owned by the shareholders being present or represented.
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”.
COMPANY OFFICIALS
Article 16
16.1. Company officials shall be selected by the Director. The company cannot have less than two officials.
16.2. 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.
DIRECTOR
17.1. The Director of Company is appointed: ”Name Surname - Residence” who shall exercise his /her functions under the control of the Assembly of Shareholders.
17.2. 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.
Powers and Limitations
18.1 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,
· 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.
18.2. The Director as the representative of the Company is authorized to enter into contracts and perform all other legal actions without any restriction.
Actions requiring prior authorization
Article 19
The Director must assure the approval of the Assembly for the following cases:
- For concluding legal works such as: addition, transfer and encumber the real property and fixed assets which during a fiscal year exceed the equivalent amount of: ( example: 10.000 Euro.)
- For investment and equipment which during a fiscal year exceed the equivalent amount of: (example: 10.000 Euro.)
- Obtaining or granting credits in a term longer than 1 (one) year which during a fiscal year exceeds the equivalent amount of (example: 10.000 Euro.),
- For entering and termination of long-term works due to the buyers and suppliers if the value of liabilities exceeds the amount of: (example: 10.000 Euro.),
- To place as a guarantee, for various obligations, the immovable property of the Company.
- For granting the authorized representation.
Representation
Article 20
Legally, the Company is represented by the Director.
SEPARATION, MERGER AND LIQUIDATION OF THE COMPANY
Article 21
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”.
FINAL PROVISIONS
Article 22
22.1. This Statute shall enter into force on the day it is approved by the Founders of the Company.
22.2. Amendments and supplementations to the Statute shall be made in accordance with the same procedure as it was approved.
22.3. 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.
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.
NAME OF COMPANY
Article 2
2.1. The Form will do business under the name:
BUSINESS ORGANIZATION “name” limited liability company.
2.2. Abbreviated name:” “name” L.L.C.
TYPE OF THE COMPANY AND ADDRESS
Company has legal status: limited liability company
Address of headquarter is in “place and address“.
DURATION OF PERIOD
Article 4
Duration of the operation of the organization as an l.l.c. will be for an indefinite time.
PURPOSE OF THE ESTABLISHMENT OF THE COMPANY
Article 5
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.
COMPANY SHAREHOLDERS
Article 6
6.1. 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.
6.2. 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.
RIGHTS AND DUTIES OF SHAREHOLDERS
Article 7
7.1. 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.
7.2. 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.
DIRECTOR
Article 8
8.1.. 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.
8.2. 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.
Powers
Article 9
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.
FOUNDERS
Article 10
The founders of “name”. in “Place “ are:
1. Name –Surname, address and
2. Name -- Surname address.
PROCEDURES FOR AMENDMENT OF REGULATIONS
Article 13
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.
STATUTE SAMPLE - 2
Statute of a Joint Stock Company
Pursuant to Article 35 of the Law No. 02/L-123, "On Business Organizations" and the provisions of the Law No. 04/L-006 on amending and supplementing the basic Law on Business Organizations in Kosovo, the Founders of the Joint Stock Company on .___________ issue the :
STATUTE
OF
“______________” J.S.C..
(name of the Company)
_____________
(headquarter)
I. GENERAL PROVISIONS
Article 1.
The Statute regulates general issues of importance to the status, organization and operations of the joint stock company "name" in “headquarter” and the:
· Name and headquarter ;
· Founders of Company;
· Shares;
· Activity;
· Initial Capital and property;
· Sharing of profits;
· Bodies of the Company;
· Duty not to compete;
· Reserves and property;
· Employees;
· Dissolution of the Company;
· Final Provisions.
Article 2.
The company was founded with the Agreement on the establishment of the Joint Stock Company”_______________“ j.s.c., approved by the founders on ._______.
Article 3.
The company is a legal person which is presented independently and has all powers in legal relations with third persons.
Article 4.
In compliance with it, the Company has the right to conclude contracts and perform other legal works and undertake actions in the framework of its legal and business abilities.
Article 5.
The company, in legal transactions is presented on behalf and account of itself, whereas for it own actions is liable by its all property.
II. NAME AND HEADQUARTER
Article 6.
The Company operates under the name: “_____________” j.s.c. (Place).
Article 7.
Abbreviated name is: “_____________” j.s.c. (place).
Article 8.
Headquarter of the company is in (place), street “_____________” no. _.
Registered agent of this business organization is (name and surname), who is a legal agent to receive services, notices, requests and other acts sent by public authorities.
III. COMPANY FOUNDERS
Article 9.
The founders of the Company are:
1. Name surname/or designation, with 60% of capital,
2. Name surname/or designation, with 30% of capital and
3. Name surname/or designation, with 10% of capital.
IV. SHARES
Article 10.
The share is an entirety of all the rights and obligations belonging to a member of the Company based on the initial capital.
The amount of shares
Article 11.
Shares are determined by the following percentages:
1. Name surname / or designation, with 60% of shares
2. Name surname / or designation, with 30% of shares
3. Name surname / or designation, with 10% of shares.
The register of shares
Article 12.
The register of shares is kept by the Chairman of the Board of Directors in such manner as provided by law.
In relation to the Company, a member of the Company is only he who is registered in the Register of shares.
The chairman of the Board is obliged to issue to any member of the Company, upon request, a Certificate on membership in the Company with the data which are subject of the registration in the Register of shares. Prior to the Assembly meeting of the Company, the chairman of the Board of Directors is obliged to issue to any member, the certificate with data on the number of votes he is entitled to, before issuing the Decisions in the Assembly.
Disposing of shares
Article 13.
Shares may be transferred and inherited. It is allowed to transfer a part of shares, provided that the shares were firstly offered to the members of the Company under the value of that time registered in the accounts.
If a member of the Company creates new shares, each part of shares of that member retains the independence.
In order to transfer of share or part of share it is necessary to sign a contract.
Transfer of shares or a parts of shares between members of the Company is free. A member may transfer the part of its shares to the Company if the conditions for acquisition of its own shares have been fulfilled.
To transfer shares or a part of shares to third persons who are not members of the Company, it is required the consent of the Company. The consent on behalf of the Company is provided by Assembly which may stop the consent on separation and transfer of shares or a part of shares.
Transfer of shares which is carried out contrary to the provisions of this Statute does not produce any legal effect and as such is null.
V. ACTIVITY OF THE COMPANY
Article 14.
The Company performs the activity as follows:
Example as follows:
4521-High and low construction,
4522-Establishment and construction of roof structures,
4523-Construction of highways, roads, airports and sports facilities,
4525-Other constructions specialized work,
Article 15.
The company has the right under the registered activity to perform also works of foreign trade.
VI. INITIAL CAPITAL AND PROPERTY OF THE COMPANY
Article 16.
Initial capital of the Company is in financial means, in the amount of 10,000 Euro (ten thousand euro).
1. Name surname/or designation with 60% respectively EUR 6.000,oo (six thousand euro),
2. Name surname/or designation with 30% respectively EUR 3.000,oo (three thousand euro) and
3. Name surname/or designation with 10% respectively EUR 1.000,oo ( one thousand euro).
All future investments by the founders shall be in proportion with the percentage of the capital they have deposited in the Company.
A founder has the right to return the capital deposited in the Company in case of cessation of the activity of the Company as well as in other cases stipulated by the law and general acts of the Company.
Increase of initial capital
Article 17.
To increase the initial capital it is required the Decision of the Assembly on amending this Statute.
The Initial Capital can be increased by paying new shares or increasing the existing shares, but also by depositing assets and rights or reserves and profit of the Company in the initial capital.
Decrease of the initial capital
Article 18.
The reduction of the initial capital can made only based on a Decision of the Assembly of the Company on amending this Statute.
VII. PROFIT SHARING AND THE MANNER FOR THE TRANSFER OF RISKS AND COVERAGE OF LOSSES
Article 19.
The profit of the Company is determined at the end of a fiscal year, which means the calendar year, in accordance with the applicable provisions and those defined by the general acts of the Company.
Article 20.
The profit of the company is determined by the Assembly, that pursuant to the results of business of the Company within a fiscal year covers all business expenses including all the incomes of employees and other payments for contributions, taxes and other fiscal obligations.
Sharing of the profit is made after the approval of final account and after the report on the business operations by the Board of Directors.
Article 21.
On the use of the profit made and coverage of losses decides the Assembly in accordance with law and this Statute.
Article 22.
The profit made belongs to the founders who freely own and share in proportion to their shares.
Article 23.
Any founder has the right to withdraw the profit made completely, and to reinvest in whole or in part respectively to decapitalize it in the Company after the end of the fiscal year.
Article 24.
If the Company end the year in loss, it is compensated by the profit of the Company if such a profit is available.
If the Company has no profits, the losses shall be compensated by the initial capital, which is determined by a Decision, upon the approval of the final account where that loss was presented.
If the Company under the annual accounts presents a loss, it will be covered by resources provided by the applicable provisions.
Article 25.
The expenses of work and business operations of the Company shall be covered by funds in the current account.
Article 26.
The founders carry the risk of business operations of the Company through all the property that have.
VIII. BODIES OF COMPANY
Article 27.
The company has the following bodies: the Assembly as an autonomous body and the Board of Directors as a business executive body.
The Assembly
Article 28.
The Assembly consists of all members of the Company.
Powers of the Assembly
Article 29.
The Assembly decides on the following issues:
· amending and supplementing the Statute or normative acts of the Company;
· selection or dismissal of Directors;
· authorization for merger or major transactions under the law provisions (Article 211 of the Law on Business Organizations);
· dissolution of the Company under article 229 of the Law on Business Organizations;
· designation of independent auditors of the Company;
· approval of annual financial statements of the Company and which shall be prepared in accordance with international financial reporting standards and shall be published annually in the mass media and
· other issues of special importance.
Meetings of the Assembly
Article 30.
The Assembly holds the following types of meetings:
a) annual meeting of Shareholders;
b) extraordinary meeting of Shareholders and
c) meeting under an order of the Court.
a) Annual meeting of Shareholders
Article 31
The company must hold a meeting of the Assembly (annual meeting) of Shareholders which shall be held within 30 days after the Board receives the financial audit report for the financial year but not later than 90 days after the end of the financial year of the Company.
The board must be assured that Shareholders have been provided with the Audited Financial Statement of the Company at least 30 days before the annual meeting.
The meeting of the Assembly of Shareholders is held in: the place to be determined
The meeting convened by the Board of Directors.
Notification for the meeting of the Assembly (annual meeting) and Proceedings
Article 32
The notice for the meeting of the Assembly of shareholders must be sent to each shareholder at least thirty (30) days earlier, to the addresses listed in the register of shareholders for each shareholder, as well as to each member of the Board of Directors. Moreover, the notification must be made by publication as required by law.
The notice must include the time and place of the Assembly and agenda. The notice shall state that if any party will not be present in the Assembly then the latter can be delayed for a suitable date, specifying the time and place: such a date can not be earlier than fifteen (15) days after the date set for the meeting or thirty (30) days after it.
Failure to notify each shareholder for the Assembly meeting may be eliminated if the person participates in the Assembly meeting personally or through his authorized representative. Failure to notify for the Assembly meeting each Member of the Board of Directors may be eliminated if most of the members of the Board of Directors personally participate in the Assembly meeting.
Any requirement for notification shall be considerer abandoned if the Assembly acts according to the writing decision and if it signed by all Members present.
The chairman of the Assembly must be able to chair the Assembly, to determine and declare the voting results;
Participants must be able to participate in discussions and vote on agenda items, also to read, receive or send any related document (if any).
The quorum of the Assembly
Article 33
The Assembly meeting may be held only if there is a quorum. The quorum is determined when the shareholders or their representatives are present. The quorum is attainable if tee shareholders (or their authorized agents) representing at least fifty (50%) percent of the voting shares of the Company are identified as present in the Assembly meeting.
If there is no quorum within a reasonable period of time after the time set for the beginning, the annual meeting must be adjourned or delayed for a suitable date that is specified in the notice. In order to delay such an annual meeting, the quorum must have twenty-five percent (25%) of the Company’s voting share. If in the delayed Assembly meeting there is no quorum within a reasonable period of time, the meeting shall be cancelled.
Chairman of the Assembly
Article 34
Chairman of the Board of Directors or person chosen by the majority of those present in the Assembly meeting shall be the Chairman of the Assembly. The Chairman of the Assembly shall, acting reasonably and in accordance with law and this statute, ascertain the presence of the quorum, manage the debate, keep the minutes of the meeting, ascertain and declare voting results.
b) Extraordinary meeting of shareholders
Article 35
The Company holds an extraordinary meeting of shareholders:
a) at the request of the Board of Directors or at the request of an authorized person for the intended purpose or
b) if the owners of at least 10% of all shares entitled to vote on a matter at the proposed meeting, sign and set the date and submit to the Company a written request for a meeting where the request shall contain: name, address, number of shares which they hold, purpose and agenda of the meeting.
Within 15 days after receiving the request by the Company, the Board of Directors must approve the Decision to hold or refuse the meeting. Within 5 days after approving the Decision, the Board of Directors shall send the Notice for the meeting to those persons who have submitted the request to the address noted in the request along with a copy of the Decision. A decision to refuse the meeting can be approved only if the procedures set forth in the point b of this article are not met, or if the shareholders who have submitted the request do not possess a sufficient number of votes required under this point, or if none of the issues proposed in the meeting request is not within the powers of the shareholders meeting.
Extraordinary meeting shall be held at the place specified in the statute of the Company or (if not specified therein) in a place determined by the Board of Directors in accordance with the statute of the Company. If the place of the meeting is not determined by the statute and neither by the Board of Directors, then the meeting is held at the registered office of the Company (Company Headquarters).
Only the issues highlighted within the purpose or purposes stated in the notice of the meeting may be discussed at the extraordinary meeting.
c) Meeting of Shareholders under the Order of Court
Article 36
If the annual meeting of shareholders is not held within the first 6 months after completion of the financial year the Company, or fourteen (14) months after the last annual meeting of shareholders (or twelve (12) months after initial registration of the Company, if any earlier meeting was not held), the competent court may issue a decision to have a meeting after a request made by shareholder or director who is eligible to participate and vote at the meeting in question.
If an extraordinary meeting is not held within thirty (30) days after submission of the request under the provisions of this Statute, or the date set for the meeting, the court may issue a decision on holding an extraordinary meeting upon request of any shareholder who has signed the request.
The court may issue other relevant decisions necessary to achieve the purpose of the meeting, including also the decision to hold the meeting and appointment of persons who will chair the meeting if the board refuses to do so, or decisions on the place and time of the meeting, setting the date for determination of shareholders entitled to vote, or to determine the form and content of the notice of the meeting.
Shareholder Votes
Article 37
Each shareholder whose name appears in the register of shareholders, thirty (30) days before the date when the annual meeting is called, shall have one vote for each share for which he is a registered holder in the register of Shareholders of the Company.
Each authorized shareholder will be appointed in writing by the relevant shareholder and must be received by the officer before the annual meeting.
A vote given by the authorized representative shall be valid regardless of the earlier dismissal of the authority of the person voting, unless the notice of dismissal was received by Officer prior to the Annual Meeting where the vote was given.
A decision place for voting at the annual meeting must be decided by a public vote counting. The counting must begin immediately when the chairman of the annual meeting instructs, in a way that enables the pro or against votes belonging to each share to be counted accurately. In case there is a even voting, the Chairman of the Assembly (if he or she is a shareholder) may have a crucial vote
The Assembly can only approve only decisions about issues summarized on the agenda for any special meeting, unless shareholders representing all shares of the Company and who are entitled to vote are present and agree otherwise.
The written decision signed by all shareholders of the Company shall have the same effect same as the decision that was passed at the Annual Meeting that was called and held. Any such decision may consist of several documents having identical content and form, each signed by one or more shareholders.
Board of Directors
Article 38
The business operations and obligations of the Company will be managed by the Board of Directors, as defined in this statute and the law.
The Board of Directors, is established pursuant to the Law No. 02/L-123, "On Business Organizations", respectively article 170, in the following composition:
Mr. name and surname,__________________________________position.
Mr. name and surname,__________________________________position.
Mr. name and surname,__________________________________position.
Mr. name and surname,__________________________________position.
Mr. name and surname,__________________________________position.
Powers of the Board of Directors
Article 39
Board of Directors has the following powers:
· taking Decisions on all issues except the decisions reserved for the shareholders by law or this Statute ;
· approval of strategic business plans of the Company;
· convening annual and extraordinary meetings of shareholders;
· preparation of the initial agenda of the meeting of shareholders;
· setting the date for the list of shareholders entitled to participate in the meeting of shareholders;
· emission of shares within the limits established in this Statute;
· opportunity to purchase shares or securities;
· employment of officials;
· determining the reward and other conditions of the agreement with the auditor of the Company;
· determining the amounts and setting the dates of payment and procedures for payment of dividends;
· approval of the annual report of the Company and annual assessment of profits and losses which are then submitted to shareholders for approval;
· as well as deciding for all other matters related to the exclusive powers of the Board of Directors set forth in this Statute.
Meetings of the Board of Directors
Article 40
Board of Directors holds a regular meeting which is known as the annual meeting immediately following each annual meeting of shareholders. Other regular meetings are held at the time and place set by the Board at the annual meeting or at a Board meeting, upon which all Directors were notified.
Notice of the meeting must have the agenda and must be submitted by hand at least three days before the meeting by fax or e-mail, or by any other means that ensure timely receipt. In cases of emergency, the notice of meeting must be sent in paper and delivered by hand, fax or e-mail, at least one day before the meeting.
At the meeting, the Chairman of the Board of Directors, acting reasonably and in accordance with law and this Statute, shall determine the presence of a quorum, manage the debate, and keep the minutes of the meeting, as well as determine and declare the voting results.
Meetings of the Board of Directors have validity if the majority of Directors are present and shall proceed with an affirmative vote of the majority of Directors present in the meeting. Directors who can abstain from voting and Directors who have disclosed a conflict of interest will not be included in the counting regarding the majority. In case of an even voting, the Chairman of the Board of Directors must have the crucial vote.
If, due to vacancies, the number of Directors is less than the number set as a quorum, the remaining Directors (or the Director) may act only for the purpose of calling the Assembly to fill the vacancies.
IX. DUTY NOT TO COMPETE
Article 41
The Chairman of the Board, other directors and members of the Company may not, directly or indirectly, regularly or temporarily, for their own account or else, work in other business Companies, or other works which are listed in the activities of the Company. Also, they must not have other shares in other Companies or be members of such Companies, if that activity is not allowed in advance by the Assembly.
Article 42.
If a member of the Company acts in contradiction with the previous article, the Company may be asked for compensation of damage caused.
X. RESERVES AND PROPERTY OF THE COMPANY
Article 43.
The Company is obliged to create mandatory reserves. Establishment of mandatory reserves is ensured by the Board of Directors.
Mandatory reserves consists of 5% of profits until the reserves reach the amount of 10% of the initial capital. After reaching this amount, mandatory reserves must remain at that level.
Decisions on other eventual reserves of the Company which would be established from deduction of profit are issued by the Assembly, if it considers that such reserves are necessary.
Article 44.
Property consists of the property rights in movable and immovable assets, financial means and securities and other property rights.
XI. ENPLOYEES
Article 45.
Decisions on recruiting and termination of engagement of employees and other persons for the needs of the Company are taken by the Board of Directors.
In the governance of the Company, participation in profits and exercise of other rights of employment, the employees enjoy the rights provided by law and other normative acts of the Company.
XII. DISOLUTION OF THE COMPANY
Article 46.
The Company is founded for an indefinite period and can be dissolved only in the cases and the manner prescribed by law and this Statute.
Article 47.
The Assembly decides on dissolution. The Decision is issued in the form of a public written document. In that case, it is followed the determined liquidation procedure.
XIII. FINAL PROVISIONS
Article 48.
The duration of this Company is not limited in time. It is founded for an indefinite period of time.
Article 49.
The Company may be joined by other stakeholders by depositing certain means and by approving the Annex Agreement on the Foundation and the Annex Statute of the Company and other conditions which may be determined in the Annex Agreement respectively Annex Statute.
Article 50.
General acts of the Company must be in compliance with this Statute.
Article 51.
The Company can change its name, headquarter and activity through a Decision of the Company, in a written form.
Article 52.
This Statute shall enter into force eight days after its approval by the Assembly.
Article 53.
The Agreement on the Establishment of the Company shall enter into force on the day of registration of the Company in the KBRA.
Article 54.
The Chairman of the Board of Directors shall perform the registration of members of the Company in the Register of shares within 8 days of registering the Company in the KBRA.
Founders:
1. Name surname / or designation: _____________
2. Name surname / or designation:______________
3. Name surname / or designation:______________
Note: After entering the data delete the text in yellow.