ABC CONSTRUCTION PRIVATE LIMITED COMPANY MEMORANDUM OF ASSOCIATION. Article One Establishment

Transcription

1 ABC CONSTRUCTION PRIVATE LIMITED COMPANY MEMORANDUM OF ASSOCIATION Article One Establishment Members, whose signatures are found at the end of this document, have agreed to establish a Private Limited Company governed by the Commercial Code of Ethiopia, this Memorandum of Association and Articles of Association attached herewith. Article Two Name, Nationality and Address of Members No. Name Nationality Passport Number Address 1. Given name Middle N. Sur N. 2. Given name Middle N. Sur N. Article Three Name and Head Office of the Company 1. The name of the Company shall be Private Limited Company. 2. Without prejudice to the rights of Members to open branch offices within or outside Ethiopia, the Company's head offices shall be in Addis Ababa, Ethiopia, Sub- city, kebele House no..

2 Article Four Business Purpose of the Company The Company is established for the purposes of: A. B. C. For instance, A. Developing chicken production and chicken meat processing plant or industry. B. Export processed chicken meat to export markets. C. Carry out other related businesses with the purpose of the Company. Article Five Capital The capital of the Company is Birr ( ) and it has been fully paid in (cash and/or in-kind). The whole capital is divided by shares having per value of Birr each fully paid in (cash and/or in-kind). The numbers of shares owned by the members are as follows: No. Name of shareholder No. of shares Value of a single share T o t a l Total Contribution EIA 2

3 Article six Members Liability Members jointly and severally approve that the capital stated above has been fully paid in (cash and/or in-kind). Accordingly, the liability of members have been limited up to the amount of shares they are entitled. Article Seven Distribution of Profits and Losses Unless members agree otherwise, the annual profit of the company shall be distributed among members proportional to the number of their shares. Accordingly, if there is a loss, it shall be distributed among themselves. In any case the members could not be made liable beyond the value of shares they own in the Company. Article Eight Management of the Company 1. The Company shall be managed by a general manager appointed from the members or non-members for years, whose responsibilities and duties are listed in the Articles of Association of the Company. Therefore, Mr. is appointed to be the first General Manager of the Company. 2. The General Manager may be reappointed for another term. The Company may also have departmental managers as required. 3. The powers and duties of the General Manager shall include the following: 3.1. Appoint, control and dismiss departmental managers, determine and notify their job descriptions; 3.2. Represent the Company to sign its affairs; EIA 3

4 3.3. Be the chief executive of the technical and administrative affairs of the Company; 3.4. Implement the decisions of the general meeting of the Company, if any; 3.5. Receive money payable to the Company, pay debts of the Company, prepare, sign at the back, renew and effect payment of promissory notes and bank documents as well as approve and sign at the back of shipment receipts, bond certificates or any other documents of the Company; 3.6. Employ and dismiss workers and agents of the Company, determine their salaries, bonus and other conditions attached to employment and termination; 3.7. Open bank accounts in the name of the Company and credit its payments as well as sign its financial statements; 3.8. Determine purchase and sales and approve their orders, which are necessary for the running of the Company; 3.9. Conclude any contracts of business transactions of the Company with third parties; Take necessary actions on behalf of the Company regarding suits in which the Company is a plaintiff, a defendant or an intervening third party in any court of law; Take or cause to be taken appropriate measures for the efficient keeping of out flow and in flow of accounts of the Company to be submitted and approved by its members; May delegate, the duties assigned to him hereinabove, any other person in the name of the Company. EIA 4

5 Article Nine Auditors The Company shall have auditor/auditors appointed by the members. Article Ten Duration of the Company Without prejudice to member's right to decide otherwise, the Company is established for unlimited period of time. IN WITNESS THEREOF, the members of the Company have affixed their respective signatures hereto on the day of 20. Name of founding members Signature IN KIND CONTRIBUTION MADE BY MRS/MR No Item Quantity Value Total EIA 5

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