Спешно ми трябва образец на дружествен договор на ООД на анг

[leonardo]

Моля, помогнете!!! Спешно ми трябва дружествен договор - образец, на английски!!!

[junior jurist]

еее леонардо, тези неща струват пари! дай на някой добър преводач колкото е необходимо и ще имаш образеца и на английски. Чувал ли си нещо за know-how? то струва пари.

[Пионерче]

Мне.
За съжаление нямам речника, но в един търговски-правен българо-англиийски речник отзад има някакви образци на английски мисля, вижте дали някой го има.
Става дума за речника, който е четвърти по ред тук http://buy.lex.bg/catalog/index.php?cPath=48 .

Може и тук да намерите нещо като формуляр за откриване на limited partnership http://www.delawareintercorp.com/forms.htm .

[mavi]

Така или иначе съдът иска английския текст формално. Въпреки, че на българският се слага заверка "превод от английския оригинал", водещ е българския.

[lawyer_ivanov]

Водещ може да е всеки превод. Зависи от дзоговореното между страните.
Така преебаха БГА Балкан, колеги.

[lawyer_ivanov]

Всъщност джуниър е прав. Форум, форум ама сиренето....

[адв.]

...все пак е с пари!

[lawyer_ivanov]

именно

[anipe]

leonardo,predi vreme prevejdah vsi4ki dokumenti za registraciq na OOD I EOOD na anglijski. 6te pogledna v komputara vku6ti i utre , /nadqvam se sum go zapazila/ 6te ti go izpratq .

[Милена.П]

Дано ти свърши работа!

ARTICLES OF INCORPORATION
OF
PRIVATE LIMITED COMPANY

BULGARIAN AVIONICS SERVICE Ltd.


On the …………., in the city of Sofia, the Republic of Bulgaria, between:

1. ………………, a limited liability company seated in the city of Sofia, ……….. municipality, with registered address - Sofia, ............. municipality, ......................str., registered at Sofia City Court, Company Department, company case № ……./….., entered in the Company Register batch № ….., volume….., register # ......, page….., represented by the manager……………………….. resident of Sofia, identification card № …………., issued on the ……………, in Sofia, personal identity number………………….., and

2. ……………………………………. resident of Sofia, ………….Str., identification card №…………., issued on the ………….. in ……….,personal identity number ………………..and

3. ………………….., Praha 5, Na Vaclavce 46, IC: 25 10 11 37, Registered in Czech Republic at the Regional Commercial Court in Prag ............................................... (more detailed data)

referred hereinafter as PARTNERS,

on the grounds of Chapter Thirteen of the Law on Commerce of the Republic of Bulgaria the present Articles of Incorporation of a PRIVATE LIMITED COMPANY, called hereinafter “ (the) Company ” were adopted:

SECTION I

BUSINESS NAME AND REGISTERED OFFICE

BUSINESS NAME

Art. 1 (1) THE BUSINESS NAME of the company is “………………..” ООД.
(2) The Business name of the company shall be written in Latin letters as follows: “BULGARIAN AVIONICS SERVICE” Ltd.
(3) The business name, the registered office and the address of the head office, the court of registration, the details of the registration and the bank account shall be shown on the commercial correspondence of the company.


REGISTERED OFFICE

Art. 2 (1) THE SEAT of the company shall be the city of Sofia, “…………..” municipality.
(2) THE REGISTERED ADDRESS OF THE COMPANY’S HEAD OFFICE shall be: Sofia, “…………..” municipality, ……………….. Str.


SECTION II

SCOPE OF ACTIVITY

Art. 3 THE COMPANY’S SCOPE OF ACTIVITY shall be: ............................................................................. (the scope of activity should be precisely specified, explicitly including trade with arms and goods with possible double use)



SECTION III

DURATION OF THE COMPANY

Art. 4 The company is incorporated for an indefinite period of time.

SECTION IV

CAPITAL AND SHARES
VARIANT 1

Art. 5 (1) THE CAPITAL of the company shall be of the amount of 5100 ( five thousand ) leva divided into 51 ( fifty one) shares, with value of 100 ( hundred ) leva each.
(2) Each share shall entitle its owner with the right: to one vote at the General meeting, to dividend and to a liquidation quota.
(3) The partners shall take up the following number of shares:
1. “INTELPACK” Ltd. shall take up 14 (fourteen) shares of 100 (hundred) leva each, with a total value of 1400 (one thousand and four hundred) leva, being 27.45 % of the capital;
2. “NIKOLAY YONCHEV shall take up 12 (twelve) shares of 100 (hundred) leva each, with a total value of 1200 (one thousand and two hundred) leva, being 23.53 % of the capital;
3. CLS shall take up 25 (twenty five) shares of 100 (hundred) leva each, with a total value of 2 500 (two thousand and five hundred) leva, being 49.02 % of the capital.

VARIANT 2
Art. 5 (1) THE CAPITAL of the company shall be of the amount of 10 000 (ten thousand ) leva divided into 100 (one hundred) shares, with value of 100 ( hundred ) leva each.
(2) Each share shall entitle its owner with the right: to one vote at the General meeting, to dividend and to a liquidation quota.
(3) The partners shall take up the following number of shares:
1. …………….. shall take up 27 (twenty seven) shares of 100 ( hundred ) leva each, with a total value of 2 700 (two thousand and seven hundred) leva, being 27 % of the capital;
2. …………………… shall take up 24 (twenty four) shares of 100 (hundred) leva each, with a total value of 2400 (two thousand and four hundred) leva, being 25 % of the capital;
3. ………….. shall take up 49 (forty nine) shares of 100 (hundred) leva each, with a total value of 4 900 (four thousand and nine hundred) leva, being 49 % of the capital.

(Note: We recommend the second variant so that each partner holds percentage of the capital expressed with round figures. A capital of 10 000 leva is not very large for any serious company. We recommend that one of the remaining partners has less than 25 % so that only one of them may be having a blocking share whenever a majority of more than 75 % is required for a certain resolution of the General meeting)

(4) The CAPITAL has been completely paid in and each of the PARTNERS has fully paid in his shares as of the day of the registration of the Company.
(5) Non-cash contributions can be made to the Capital provided there is common consent of the Partners and the requirements of the Law on Commerce have been observed.
(6) A certificate signed by all managers shall be issued to the partners as a proof of their participation in the company. This certificate is not a negotiable instrument.
(7) A share may be jointly taken up (held) by two or more persons. Should a share of the capital be owned jointly by several persons, these shall exercise their ownership rights over that share only jointly. For the obligations related with this share the joint owners shall bear joint liability. The joint owners shall nominate a person who shall represent them before the Company.
(8) The obligation of a partner to pay in his shares shall not be subject to remission, except in case of reduction of the registered capital, nor be offset.
(9) In case of increase of the registered capital the term for its payment shall be fixed by an unanimous resolution of all Partners. This period shall not be longer than two years from the date on which the increase of the capital is recorded in the Company register.

SECTION V

ACCEPTANCE OF NEW PARTNERS

Art. 6 (1) A new partner shall be accepted by the General meeting upon an application in writing in which he shall state that he agrees to and accepts the Articles of incorporation. The resolution of the General meeting concerning the acceptance of a new partner shall require a majority of more than three-quarters of the share capital.
(2) The General meeting of the partners shall resolve on the application not earlier than 14 days and no later than 30 days from the moment of its submission.
(3) In case of a death of partner – a physical person, heirs by law shall be accepted as partners only pursuant to paragraph 1 of this article.
(4) In case of transformation of a partner – a legal person as a result of transformation into a different type of company, merger or amalgamation, division or separation, the new company becomes a partner ipso iure. In such cases the new company shall submit an application in writing in which it shall state that it agrees to and accepts the Articles of incorporation. Upon this the managers shall immediately take the proper actions to have the new partner registered into the Company register.

SECTION VI

RIGHTS AND OBLIGATIONS OF THE PARTNERS

RIGHTS

Art. 7. (1) Each partner shall be entitled to take part in the management of the Company and the distribution of its profits proportionate to his share, to obtain information concerning the Company’s business, to require a General meeting to be convened under the conditions and terms as provided by the Law on Commerce, as well as to receive a liquidation quota.
(2) In case of termination of the participation of a partner in the Company the material consequences shall be settled on the basis of the balance sheet as of the last day of the month in which the termination occurred.
(3) Each partner shall have the right to inspect, personally or through an authorised proxy, the Company books and its documentation in the Company premises, as well as to make copies or abstracts from these books at his own expense.
The proxy may not be a person carrying out a competing activity or a person related in any way with a competing company.

OBLIGATIONS

Art. 8. Each partner has the obligation to:
8.1. pay in his share within the time fixed by the General meeting;
8.2. participate in the management of the Company;
8.3. contribute to business activity of the Company;
8.4. fulfil the resolutions of the General meeting;
8.5. observe these Articles of incorporation and any additional agreements of the partners;
8.6. keep the commercial secrets and the good name of the Company, and not use them in his own interests;
8.7. refrain from performing any competing activity without the express consent of the remaining partners.



SECTION VII

TERMINATION OF THE PARTICIPATION IN THE COMPANY AND CONSEQUENCES THEREOF


GROUNDS FOR TERMINATION

Art. 9 (1) The participation of a partner in the Company shall be terminated upon:
1. a notice from the partner;
2. death or judicial disability of a partner – a physical person;
3. winding-up of a partner – a legal person through liquidation;
4. declaration of bankruptcy of a partner;
5. transformation of a partner – a legal person in the cases provided for in art. 6, para. 4 of these Articles of incorporation, if the company-successor waives its right to become a partner upon the submission of an express statement in writing. In such a case the participation of the partner in the Company shall be considered as terminated as of the date of the court decision concerning the transformation;
6. dismissal of a partner
(2) In case there are only two partners in the Company and the membership of one of them is to be terminated, the Company shall be transformed into a one-man private limited company, except when the only remaining partner takes a decision to wind up the Company.

UNILATERAL TERMINATION

Art. 10 (1) Each partner may unilaterally terminate his participation in the Company by submitting a three-months’ notice in writing.
(2) In case of termination pursuant to para 1 of this article, the partner shall fulfil all his obligations to the Company no later than the date of the termination of his participation, regardless of the moment when these obligations may become due, except when the term of the obligation has been set up in favour of the Company.
(3) The General meeting may resolve on the termination of a partner’s participation upon his request before the expiry of the term of the notice submitted provided that he has fulfilled his obligations to the Company.




GROUNDS FOR AND PROCEDURE FOR DISMISSAL OF A PARTNER

Art. 11 (1) A partner may be dismissed by the General meeting after a warning in writing on any of the following grounds:
1. failure to pay in his share within the time fixed;
2. failure to pay in an additional cash contribution within the time fixed, when there is a resolution of the General meeting for payment of such contributions;
3. persistent and grave breach of these Articles of incorporation which is obstructive to the business of the Company;
4. failure to perform his duty to contribute the Company’s business;
5. failure to fulfil the resolutions of the General meeting;
6. actions against the interests of the Company, including disclosure of the commercial secrets or use of such secrets for his personal benefit and to the detriment of the Company as well as performance of competing activity without the consent of the remaining partners.
(2) The dismissal of a partner shall be resolved by the General meeting with a majority of more than three-quarters of the share capital. The partner to be dismissed shall not vote. A motion for a dismissal of a partner may be submitted by any of the remaining partners, and it shall be motivated and in writing.
(3) The partner shall be dismissed only after he has been served an express warning in writing.
(4) In case a partner fails to pay in his share or an additional cash contributions within the time fixed, the General meeting shall be free to grant him a period of grace, upon the expiry of which the partner shall be considered as dismissed.
(5) A partner holding more than half of the capital shares may not be dismissed.
(6) When there are only two partners, a dismissal is possible only in case the remaining partner holds more than a half of the capital shares.

CONSEQUENCES OF THE TERMINATION OF PARTICIPATION

Art. 12 (1) Upon the termination of the participation of a partner, the partner himself, respectively his successor(s), shall be entitled to receive the cash equivalent to his share, and the material consequences shall be settled on the basis of the balance sheet as of the last day of the month during which the termination occurred.
(2) The cash equivalent of the partner’s share shall be paid off by the Company within three months from the termination of the participation of that partner. In the cases of termination pursuant to art. 9, para.1, subpara 5 of these Articles of incorporation, the cash equivalent of the partner’s share shall be paid off by the Company within three months from the date, on which the company-successor informed the Company through a statement in writing that it waives its right to join the Company as partner.
(3) The partner himself, respectively his successor(s) shall be entitled to receive interest on the sum under para. 1 of this article for the period of time after the expiration of the 30 days from the day of the termination of the participation until the complete payment of the sum. In the cases of termination pursuant to art. 9, para.1, subpara 5 of these Articles of incorporation the successor(s) shall be entitled to an interest on the sum pursuant to para. 1 for the period of time after the expiration of 30 days of the day when he informed the Company that he waives his right to joint the Company as partner until the complete payment of the sum.
(4) The interest pursuant to para. 3 shall be equal to the interest rate, established by the National Bank of Bulgaria for the respective period.
(5) Should the sum pursuant to para.1 be not paid off within the time fixed in para.2, apart from the interest described in the above paragraphs the partner, respectively his successor, shall also be entitled to compensation for damages caused in excess of that interest.

SPECIFIC CONSEQUENCES IN CASE OF DISMISSAL

Art. 13 (1) When a partner is dismissed on the ground of art. 11, para. 1, subpara. 1 and 2, he shall lose his right to be reimbursed for the contributions he made to the capital of the Company.
(2) Regardless of the ground of dismissal, the partner shall have the right pursuant to art.12, para. 1.
(3) The partner dismissed shall not be entitled to interest pursuant to art. 12, para.3.
(4) The sum pursuant to para. 3 of this article shall be paid within six months from the day of dismissal.

DISTRIBUTION OF THE SHARES OF THE PARTNER WHOSE PARTICIPATION IS TERMINATED

Art. 14 (1) Upon the termination of a participation in case there are no successors or the successors are not accepted as partners, the share of the partner whose participation has been terminated, shall be distributed among the remaining partners proportionate to their shares in the capital, except when provided otherwise.
(2) In case the share is not distributed among the remaining partners pursuant to the preceding paragraph, the General meeting shall resolve on the acceptance of (a) new partner(s) who shall take up the share of the partner whose participation has been terminated.
(3) In case a resolution pursuant to the preceding paragraph is not taken, the General meeting shall resolve on a reduction of the capital proportionate to the value of the share or that part of it that has not been distributed pursuant to para 1 of this article. In any case the capital may not be reduced below the minimum as established by the law.
(4) Should it become necessary that the capital be reduced below the minimum established by the law the General meeting shall resolve on the winding-up of the Company.
(5) The resolutions, under para 1, 2 and 4 of this article, shall be passed with a majority of more than three-quarters of the share capital, and the resolution under para 3 shall be unanimous.

SECTION VIII

SHARES

Art.15 (1) Each partner shall hold a share in the Company’s assets proportionate to his share in the capital.
(2) A partner shall not withdraw his share during the existence of the Company, except upon a termination of his participation. He shall be entitled only to a part of the profit proportionate to his share.
(3) A share shall be transferable and inheritable.
(4) A share shall be partitioned only at the consent of all partners. The partition of a share in the Company’s assets corresponding to a share in the capital of a value of 100 leva or less, is inadmissible.

TRANSFER OF SHARES

Art. 16 (1) A share shall be transferred only together with its corresponding share in the capital.
(2) A transfer of a share to another partner shall be free, and no resolution of the General meeting on that issue is required.
(3) A transfer of a share to a third party shall require a resolution of the General meeting, taken with a majority of more than three-quarters of the capital. A partner wishing to transfer his share, shall first offer it to the other partners at the price and under the conditions he is offering to the third party.
(4) A transfer of a share to a third party shall be subject to the provisions concerning the acceptance of new partners.
(5) A transfer of a share shall be notarised and registered in the Company register.
(6) The person acquiring a share shall be jointly responsible with the transferor for any contributions which have not been paid to the capital of the Company at the time of the transfer.

SECTION IX

COMPANY ASSETS AND LIABILITY FOR THE COMPANY’S OBLIGATIONS

Art. 17 (1) The Company assets shall consist of the contributions of the partners, all rights acquired by the Company such as property rights and ensuing property rights, intellectual property rights, rights upon securities, shares in other companies, receivables and other rights and obligations.
(2) The Company shall not be held liable for the personal obligations of its partners.
(3) The liability of the partners for the obligations of the Company to third parties is limited to the amount of the contributions to the capital of the Company they have made or have the obligation to make.
(4) Obligations of a partner to a third person shall not be subject to offsetting at the expense of a Company receivable against the same person. A Company’s debt to a third person shall not be subject to offsetting at the expense of a partner’s receivable against the same person.

SECTION X

ADDITIONAL CASH CONTRIBUTIONS

Art. 18 (1) The partners shall be required to make additional cash contributions for a fixed period of time so that losses of the Company may covered or in case of temporary need for cash. A resolution on additional cash contributions shall be taken by the General meeting with a majority of more than three-quarters of the share capital.
(2) Additional cash contributions shall be proportionate to a partner’s share in the capital, except when the resolution pursuant to para.1 provides otherwise.
(3) The contributions made shall be reimbursed to the partners who have made them following the order and within the term as determined by the resolution pursuant to para.1. The General meeting shall be free to resolve on whether interests shall be payable and in what amount.
(4) A partner who has delayed the payment of an additional contribution, shall owe interest upon the additional contribution at the rate as established by the law as well as a compensation for any damages exceeding that interest.
(5) A partner shall be held liable for the delay in payment of an additional contribution in the same manner as for the delay in payment of a cash contribution to the capital.

SECTION XI

ANNUAL FINANCIAL REPORT, DISTRIBUTION OF PROFIT AND COVER OF LOSSES

Art. 19 (1) The Company shall make an annual financial report as of 31st of December.
(2) The annual financial report shall include:
1. a balance sheet;
2. a report on revenues and expenses
3. an attachment containing information about:
3.1. methods used for the assessment of assets, liabilities and amortisation;
3.2 reasons for replacement of the methods used for assessment and amortisation as compared to preceding report periods;
3.3. financial state of the Company.
(3) An annual financial report shall be audited by a certified accountant. An annual financial report, which has not been audited by a certified accountant, shall not be approved.
(4) An accountant shall be appointed by the General meeting prior to the end of the calendar year. The accountant shall be responsible for performing an audit in good faith and with impartiality, and for respecting the confidentiality of the Company.
(5) The annual financial report shall be completed within the terms provided for by the Accountancy Act and shall be approved by the General meeting.
(6) The annual financial report audited and approved shall be submitted to the Company register and a notice on that fact shall be promulgated in the Official Gazette, except in the cases when the law does not provide that the annual financial report shall be audited by a certified accountant.
Art. 20 (1) Calculation and distribution of profit, and payment of dividends shall be made upon a resolution of the General meeting subject to the requirements of the relevant Bulgarian laws.
(2) A partner shall be entitled to a part of the profit proportionate to his share in the capital.
(3) Covering of loses shall be made upon a resolution of the General meeting subject to the provisions of these Articles of incorporation and the relevant Bulgarian laws.

SECTION XII

BODIES OF THE COMPANY

Art. 21. The Company shall have the following bodies:
21.1. General meeting;
21.2. Managers.

SECTION XIII

GENERAL MEETING


Art.22 (1) The General meeting shall consist of all partners.
(2) A manager who is not a partner of the Company, shall attend all general meetings but shall be entitled to a deliberative vote only.
(3) Should the Company have more than 50 hired employees, they shall be represented at the general meetings by a representative with the right to a deliberative vote.
(4) The controller shall attend the general meetings with the right to a deliberative vote.




CONVOCATION

Art.23 (1) The General meeting shall be convened by one or more of the managers at least once a year.
(2) Each of the managers shall further convene the General meeting on a written motion from partners holding over one-tenth of the Company’s capital. Should he fail to do so within two weeks, the partners making the motion shall be free to convene the General meeting by themselves.
(3) The managers shall convene the General meeting immediately when the losses exceed one-fourth part of the amount of the registered capital.
(4) The General meeting shall be convened through a written invitation, served on all partners in such a way that it reaches them at least fourteen days before the date of the meeting. Should a partner be a foreign person, the invitation shall be served in such a manner that it may reach him at least thirty days before the date of the meeting.
(5) The invitation shall contain information about the date, time and place, and the agenda of the meeting. Should the date, time, place and agenda be determined at a preceding meeting, the partners who were present at this meeting, personally or through a proxy, shall be deemed regularly invited and an invitation shall not be served on them. Should the place of the meeting be not determined in the invitation, it shall take place at the registered office of the Company. The invitation shall also indicate a date and time for a second meeting with the same agenda in case the first meeting may not be held because of absence of quorum.

Art.24 Should all partners agree and attend the meeting, personally or through a proxy, the General meeting may be convened without the observance of the procedure described in art.23, para. 4 and 5.

QUORUM

Art. 25 (1) A General meeting shall be lawful if all partners are duly invited, and it is attended, personally or through a representative, by as many partners as are needed for the constitution of a majority upon the issues from the agenda.
(2) An express authorisation in writing shall be required for a vote by proxy. A partner may be authorised to act as a proxy except when the partner is a legal person or a legitimate attorney thereof. A person may not represent more than one partner.

(3) Should the General meeting be validly convened but there is no quorum for the first and the second meeting, indicated in the invitation, a new meeting shall be convened pursuant to the procedure provided by art. 24, within a month from the date of the first meeting. In this case the persons who have convened the General meeting or have been entitled to do so, shall be entitled to make changes in the agenda.

SESSIONS OF THE GENERAL MEETING

Art. 26 (1) At a session of the General meeting resolutions shall be passed only on the issues included in the agenda and indicated in the invitation for convocation. Other issues shall be resolved only if the all partners are present at the session, personally or through a representative, and if all of them consented to the inclusion of new issues on the agenda.
(2) The General meeting shall appoint with an ordinary majority a chairman, who shall preside over the session and a secretary who shall keep minutes and count the votes.

MINUTES

Art. 27 (1) Minutes shall be kept for each session which shall be signed by the Secretary and by the Chairman of the session.
(2) The minutes shall contain a brief record of the discussions made at the meeting and of the resolutions taken.
(3) Copies and abstracts from the minutes shall be issued by the chairman of the relevant session or by one of the managers.

POWERS OF THE GENERAL MEETING

Art. 28 A General meeting shall:
28.1. amend and supplement the Articles of incorporation;
28.2. accept and dismiss partners, approve the transfer of shares to a new partner;
28.3. resolve on any increase or reduction of the registered capital;
28.4. approve of the Company’s annual report and balance sheet, distribute the profit and resolve on its payment;
28.5. appoint and dismiss managers, determine their remuneration and releases them from liability;
28.6. resolve on the opening and closing of branches, for participation in other companies or the termination of such participation, as well as on opening and closing of representative offices;
28.7. resolve on the acquisition and disposition of real estate and the ensuing property rights;
28.8. resolve on bringing actions on behalf of the Company against the managers, and on the appointment of a representative in the litigation;
28.9 resolve on additional cash contributions;
28.10 resolve on the transformation, merger, amalgamation, division, separation and winding-up of the Company;
28.11. resolve on the organisation and management structure of the Company;
28.12. resolve on the establishment of Company funds, on their amounts and on the manner of their raising and spending;
28.13. resolve on the approval of the long term and annual business of the Company;
28.14. adopt rules on salaries, as well as other internal rules;
28.15. resolve on the authorisation of a procurator and attorneys;
28.16. appoint prior the end of each calendar year a certified accountant for the audit of the annual financial report;
28.17. appoint and dismiss a controller of the Company, determine his remuneration and vote on his release from liability to the Company;
28.18. give the Company’s consent for partition of a share;
28.19 resolve on other issues within its competence as provided for by the law and these Articles of incorporation, as well as on all other issues concerning the Company.

RESOLUTIONS

Art. 29 (1) The number of votes to which each partner shall be entitled at a General meeting shall be proportionate to his share in the registered capital.
(2) Resolutions pursuant to art. 28, subpara 3 and 18 shall be passed unanimously. Resolutions pursuant to art. 28, subpara 1, 2, 9 and 10 shall be passed with a majority of more than three-quarters of the share capital. The rest of the resolutions shall be passed with a majority of more than a half of the share capital, except when provided otherwise in these Articles of incorporation.
(3) Prior to resolving on a labour or social matter, the General meeting shall listen to the opinion of the representative of the Company’ s employees.
(4) Resolutions concerning amendments or supplements to the Articles of incorporation, increase and reduction of the capital, acceptance and dismissal of a partner, transformation and winding-up of the Company, appointment and dismissal of a manager, as well as appointment of a liquidator shall come into force after they have been recorded into the Company register.

RESOLUTIONS PASSED WITHOUT THE ATTENDANCE
OF THE PARTNERS AT A SESSION

Art. 30 The General meeting shall pass resolutions without the attendance of the partners only if all the partners have consented in writing on such a way of passing of the resolution.

Art. 31 (1) A partner who has not attended the meeting personally and has not authorised another person to represent him by proxy shall be entitled to vote by virtue of subsequent signing of the minute which indicates the passing of the relevant resolution.
(2) The written form shall be deemed adhered to in passing a resolution also in case of using telex, fax and other technical means similar to them.


SECTION XIV

MANAGERS

Art. 32 (1) The General meeting shall appoint THREE MANAGERS.
(2) The managers shall be appointed for an indefinite period of time and the General meeting shall be entitled to resolve on their dismissal at any time.

(Note: We strongly object to the appointment of managers for a fixed period of time. This may cause a lot of trouble and is a constant source of abuse and court disputes. Also for us it seems unacceptable that each partner should necessarily propose one manager – the appointment of the managers should be done by voting in proportion with the participation of the respective partner in the capital. On the other hand the Bulgarian law does not provide that the managers constitute a statutory body of the company. if adopted this would imply that special rules for making of managerial decisions be adopted)

(3) The Company shall be managed by the three managers and shall be represented by any two of them jointly. In case of drafting money from banks each manager shall represent the Company separately and independently of the remaining two managers.
(4) The managers shall manage the business activities of the Company with the care of a good merchant.
(5) The managers shall be liable for any damages caused to the Company. Those of the managers who have participated in the decision making or signing of documents which have caused the damages shall be jointly liable unless they have explicitly opposed in writing to the action which resulted in damages.
(6) Upon a termination of the participation of a partner, who is also acting as a manager, his rights as manager shall be automatically terminated from the date of the termination of his participation. This circumstance shall be recorded in the Company register.
(7) In the cases of the preceding paragraph, as well as in the case of dismissal of the manager by a resolution of the General meeting, a General meeting shall be convened within 20 days from the dismissal and it shall resolve on the appointment of a new manager or on the amendment of the Articles of incorporation providing a reduction of the number of the managers.

POWERS

Art. 33 (1) The managers shall resolve on all issues concerning the business activity of the Company, except the issues which, subject to the law, these Articles of incorporation, a special resolution of the General meeting, or an additional agreement among the partners, shall be expressly vested to the General meeting.
(2) The managers shall organise and manage the business of the Company in accordance with the law, these Articles of incorporation, the resolutions of the General meeting, the other acts of the Company and the additional agreements among the partners.

PROHIBITION FOR UNLAWFUL COMPETITION

Art. 34 (1) Absent the General meeting’s consent, a manager shall not:
- enter into commercial transactions on his own or a third party’s behalf;
- participate in an unlimited or limited partnership or in any other private limited Company;
- act as manager or sit on a managing body of another Company.
(2) The restrictions of para 1 shall apply to any activity identical or similar to that of the Company.



SECTION XV

CONTROLLER

Art. 35 (1) The General meeting shall be free to appoint a controller for a definite period of time.
(2) The controller shall ensure the observance of the Articles of incorporation, and the proper management of the Company’ s assets and report to its General meeting.
(3) The controller shall be liable for any damages caused to the Company.

SECTION XVI

INCREASE AND REDUCTION OF THE CAPITAL

Art. 36 (1) The Company shall be free upon a resolution of the General meeting for the respective amendment of the Articles of incorporation to reduce its registered capital to the minimum established by law, observing provisions of the Law on Commerce of the Republic of Bulgaria.
(2) The resolution shall establish the aim, the amount and the manner of reduction.
(3) Any reduction of the registered capital shall be carried out as a result of any of the following:
- a reduction of the equity share;
- a payment of the share of a partner who has terminated his participation in the Company;
- the writing off of uncalled capital.

Art. 37 Any reimbursement to the partners as a result of a reduction of capital shall be made only after the reduction has been recorded in the Company register and the creditors, who have not consented with the reduction, have received security or have been repaid.

Art. 38 (1) The Company shall be free to increase the registered capital upon a resolution of the General meeting concerning an amendment to the Articles of incorporation.
(2) Any increase of the capital shall be carried out as a result of the following:
- an increase the equity share;
- release of new shares;
- acceptance of new partners.

Art. 39 The equity share of a partner may be increased proportionally to the amount and value of their shares up to this moment, except when otherwise provided by a resolution of the General meeting.


SECTION XVII

WINDING-UP AND LIQUIDATION OF THE COMPANY

WINDING-UP

Art. 40 The Company shall be wound-up:
40.1. upon a resolution of the partners holding no less than three-quarters of the registered capital;
40.2. upon merger or amalgamation with another public or private limited Company;
40.3. upon declaration of bankruptcy;
40.4. as a result of a decision of the district court in cases provided for by the Law on Commerce of the Republic of Bulgaria;
40.5. in case only one partner remains and he does not wish to transform the Company into a one-man private limited company but resolves to wind up the Company.

LIQUIDATION

Art. 41 (1) Liquidation proceedings shall commence whenever the Company is wound-up pursuant to art. 40, subpara 1, 4 and 5 of these Articles of incorporation.
(2) The Company shall be liquidated by its managers, except when otherwise resolved by the General meeting.
(3) At the request of partners holding no less than one-tenth of the capital or the controller, if appointed, the court shall be free to appoint other liquidators.
(4) The Company shall be liquidated pursuant to the procedure established by the Law on Commerce of the Republic of Bulgaria.


SECTION XVIII

EXPENSES, NOTICES, ADDRESSES

Art. 42 (1) All charges and fees concerning the incorporation and the registration of the Company shall be borne by the partners proportionate to their participation in the registered capital.
(2) The charges and fees concerning the registration of changes shall be borne by the Company.
Art. 43 (1) A notice or an invitation, provided for in these Articles of incorporation, shall be in writing.
(2) The Addresses indicated in the Articles of association shall be considered as addressed for the serving of the notices and invitations. Each of the partners may point out a different address through in a written notice to the Company.
(3) Statements, notices or invitations shall be also made by means of a registered letter with advice of delivery, a telex, a fax or a returned telegram.


SECTION XIX

FINAL PROVISIONS

Art. 44 The partners may enter into additional agreements in which they may further arrange and specify their relations. These additional agreements shall not be enforceable to third persons.

Art. 45 (1) The Company shall maintain the following books:
- a Company register of shares in which the amount of each partner’s share, the payment of the shares and any relevant changes therein shall be recorded;
- a register of minutes of the General meeting of the Company.
(2) The managers shall ensure the proper maintenance of the Company books.

Art. 46 The Company shall keep its accountancy pursuant to the relevant Bulgarian laws.

Art. 47 To all issues which have not been regulated by these Articles of incorporation, the additional agreements among the partners and other acts of the Company, or on which the General meeting has taken a valid resolution, the relevant Bulgarian laws shall be applied. The Articles of incorporation shall be set in accordance with the changes in the laws whenever it may be necessary.

Art. 48 The nullity of any particular provisions of these shall not result in the nullity of the Articles of incorporation themselves

The present Articles of incorporation were drawn in ....... identical copies – one for each partner, one for the Company, one for Court of registration and one for the bank serving the Company.

PARTNERS: 1) ........................
( for “ .............................” Ltd. -.........................)

2) ........................
(....................................................)

[Panter]

Limited Liability Company Contract

COMPANY CONTRACT
of
"............................................ "Co. Ltd.
Today, ...................., in the town of ...........................,
Republic of Bulgaria, between:
1) ...................................................................,
è
2) ...................................................................,
hereunder called Associates,
pursuant to Art. 282 referring to Art. 113 and subsequent of CA Company
Contract has been concluded, by virtue of which the Associates agreed as
follows:
Subject of the Contract
Art. 1. By virtue of Art. 113 and subsequent articles of CA the
associates institute a Limited Liability Company with the present Company
Contract.
Company, headquarters and management address
Art. 2 (1) The Company is named ..................................."Ltd.
(2) The headquarters of the company are in the town of................,
municipality/region ".....................................".
(3) Company management address is as follows: town of .................,
municipality/region ............................",
Residential complex ".........................", bl. ...., entr.".....",
apartment ¹....
(4) All trade correspondence of the company should have its name,
headquarters and management address, Court of registration, registration
number and bank account.
Scope of activity
Art. 3. (1) The scope of activity of the company is to perform:
1. purchase of goods pursuing to resell them as they are, or processed
or polished in order to generate profit;
2. selling company manufactured goods in order to generate profit;
3. trade representation and intermediary, commissioning, shipping and
transport operations in order to generate profit;
4. ....................................................................
.............................................................................
5. other operations and trade activity, not forbidden by the current
legislation in the Republic of Bulgaria for the purpose of generating
profit;
(2) Upon a decision of the General Assembly of the associates the
company may participate in existing companies or companies, which are to be
instituted in future in the country and abroad, as well as to open branches
and representative offices.
(3) The company may legally acquire any rights, necessary for
performing the scope of its activity and become liable in any way.
Term
Art. 4. The company is instituted for unlimited period of time.
Capital and Shares
Art. 5. (1) The company capital amounts to ........... (say ............
........................................) levs.
(2) The company capital is broken down into ... (say .................)
shares, each at the value of ..... (say .........................) levs.
(3) The associates' shares into the company capital are distributed as
follows:
à) Associate ..........................................................
is assigned ...... (say ......................) shares at the value of ......
(say ......................) levs, totaling to the amount of ...... (say ....
...................) levs.
á) Associate ..........................................................
is assigned ...... (say ......................) shares at the value of ......
(say........................) levs, totaling to the amount of ...... (say ...
...................) levs.
(4) Against the shares assigned, each associate undertakes upon
signing the present Company Contract to deposit......... (say ...............
..........) levs, being ..... % (..................... percentage) of his due
contribution.
(5) Against the shares assigned, each associate undertakes within one
year from signing the present Company Contract to deposit the remaining .....
.... (say.............. ..........) levs, being ..... % (....................
percentage) of his due contribution.
Art. 6. (1) Provided any associate is willing to discontinue his
participation into the company or assign portion of his shares, he
undertakes to propose to the other associate first to buy out his shares
(2) Provided under the rules of the previous paragraph the associate,
to whom the proposal was made, is not willing to buy out the shares, then
they can be offered for assignment to third person.
(3) Assignment of shares between the associates is made freely, while
assignment to third persons follows the rules and procedures for having a
new associate.
(4) The shares are assigned at their true value, verified in the trade
books, being kept by the Company.
(5) Provided the shares are not bought out under the provisions of the
procedures listed in the previous paragraphs, then their value is deducted
from the capital of the Company under the provisions of the Commerce Act.
If as a result of the decrease in company capital, it drops below the
legally established bottom limit, then the company is discontinued.
(6) Any non-fulfillment of the obligation under para. 1 makes the
default associate liable to the other to pay a penalty, at the amount, equal
to the value of the shares assigned upon signing the present Company
Contract - ..... (say ......................) levs.
Company management and way of representation
Art. 7. The managing bodies of the company are:
- the General Assembly of the Associates;
- the Manager.
Art8. (1) Pursuant to the provision of Art. 136 and subsequent of CA,
the General Assembly of the Associates is entitled to:
1. formulate and express the common will of the associates on all
issues, related to the activity of the company;
2. perform overall control over the activity of the Company manager;
(2) The Associates' General Assembly operates in sessions, which are
considered due if both associates attend or are represented.
(3) The General Assembly of the Associates adopts all its decisions by
.............................................................................
Art. 9. (1) The company is managed and represented by a Manager.
(2) The Manager is elected by the General Assembly of the Associates
for a period, determined in the decision on their choice.
(3) Upon signing this Contract, we have elected as Company manager of
an unlimited period of service: .............................................
.............................................................
Art. 10. Under the stipulations of Art. 135 and subsequent of CA, the
Manager is entitled to:
1. perform the Company's current operation;
2. represent the Company.
Associates' Rights and Liabilities
Art. 11. (1) Each associate has the following corporeal rights:
1. Dividend, proportionate to his shares into the company capital;
2. Liquidity share of the company assets, proportionate to his shares
into the capital of the Company;
(2) Each associate has the following incorporeal rights:
1. participate in the company management, including to: participate
and vote at the General Assembly of the associates, elect and be elected in
the managing and other (if existing) bodies of the company;
2. monitor company's operation, including to: obtain information on
the company operations and review the trade books of the company;
3. right of protection on his participation into the company,
including to: ask for repeal of Managers' deeds at the General Assembly
Sessions and exercise the rights under Art. 71 & 74 of CA.
Art. 12 (1) Each associate has the following corporeal liabilities:
1. to deposit into the company capital his equity share;
2. to deposit a supplementary cash contribution provided there is duly
taken decision by the general Assembly of the Associates to that effect.
(2) Each associate has the following incorporeal liabilities:
1. participate in the management of the company;
2. support profitable performance of company operations;
3. adhere to and fulfill the decisions taken by the General Assembly
of Associates;
4. be company loyal, inclusive of: demonstrating scrupulous and
reputable behavior focused on the company's prosperity and preventing it
from any losses, as well as keeping its commercial and production secrets.
Additional Provisions
Art. 13. The expenses for instituting the company will be borne by the
partners proportionately to their shares into the Company.
Art. 14. For outstanding issues, not being addressed by the present
Company Contract provisions of current legislation in the Republic of
Bulgaria will apply accordingly.
The present Contract has been drafted and signed in three fully
identical originals - one for each of the partners and one for the Court.
Associates:
................................ ..............................
(..............................) (............................)