ARTICLES OF INCORPORATION

Transcription

1 Commercial Registry Office, Zug Date Stamp: Date Record no. Ref. no. [handwritten 0000] I. General Provisions ARTICLES OF INCORPORATION of XYZCO GmbH with registered office in Baar Article 1 Company name and registered office A limited liability company has been incorporated under the name XYZCO - GmbH for an unlimited period with registered office in Baar pursuant to Articles 772 et seq of the Swiss Code of Obligations. Article 2 Purpose { Definition of main purpose of Company}. The Company may hold equity interests in other undertakings and acquire, manage and sell real estate in Switzerland and abroad. In addition, it may establish branches and subsidiaries in Switzerland and abroad, and carry on all business that is directly or indirectly related to the aforementioned purpose. II. Share Capital Article 3 Nominal capital and capital contributions The nominal capital amounts to CHF 20, (twenty thousand Swiss francs) and is divided into 2 capital contributions of CHF 12, (twleve thousand Swiss francs) and CHF 8, (Eight Thousand Swiss Francs).

2 Article 4 Additional contributions A duty on the members to pay additional contributions is expressly excluded. Article 5 - Transfer of capital contributions / assignment Assignments of capital contributions and commitments to assign must be concluded in writing. The assignment of capital contributions does not require the consent of the members' general meeting (Article 786(1) of the Swiss Code of Obligations). If capital contributions are acquired through inheritance, the distribution of an estate, matrimonial property rights or the forced sale of collateral, all associated rights and duties, including the voting rights and associated rights, shall transfer to the acquiring person without any requirement of approval by the members' general meeting. III. Organisation of the Company A. Members' general meeting Article 6 Members' general meeting The highest Company organ is the members' meeting. It shall be vested with the statutory powers. However, managers, authorised signatories or authorised officers are appointed by the management. Article 7 Convocation and agenda The ordinary members' general meeting shall be held each year within six months of the end of the financial year. Extraordinary meetings shall be called as required. The members' general meeting shall be called no later than 10 days prior to the date of the meeting by letter to the members and beneficial owners. Meetings shall be called by the management, or if necessary by the auditor or a court. The liquidators shall also be entitled to call a meeting. Article 8 Universal meeting Unless an objection is raised, the owners or representatives of all capital contributions may hold a members' general meeting notwithstanding the failure to comply with the formal requirements applicable to convocation.

3 Such meetings may validly discuss and resolve upon all matters falling within the remit of the members' general meeting, provided that the owners or representatives of all capital contributions are present. Article 9 - Voting rights The voting rights of members shall be determined in accordance with the nominal value of their capital contributions. Each member shall have at least one vote. B. Management Article 10 - Management Management shall be comprised of at least one person, who need not be a member. They shall be elected by the members' general meeting. The management shall be self-constituting (functions and powers of signature). If more than one managing director is appointed, the managing directors shall appoint a chairman. At least one managing director must be vested with powers of representation. At least one of the persons who represent the Company must be resident in Switzerland. This requirement may be complied with by a managing director or by a manager. The management shall appoint managers, authorised signatories or authorised officers and determine the manner in which they are entitled to sign. Article 11 - Duties The management shall conduct the business of the Company, unless such matters have been delegated by management. It shall have the following non-transferable and inalienable duties: 1. the overall management of the company and the issuing of all necessary directives; 2. determination of the company s organisation according to law and the Articles of Association; 3. the organisation of the accounting, financial control and financial planning systems as required for management of the company; 4. supervision of the persons entrusted with managing parts of the company, in particular with regard to compliance with the law, the Articles of Association, operational regulations and directives; 5. compilation of the financial statement (annual accounts, annual report and, if applicable, consolidated accounts) 6. preparation for the members' general meeting and implementation of its resolutions; 7. notification of the court in the event that the company is over-indebted.

4 C. Auditor Article 12 Auditor The members' general meeting shall elect an auditor. The auditor must be independent pursuant to Article 728 of the Swiss Code of Obligations, if it is required to conduct an ordinary audit of a company, and pursuant to Article 729 of the Swiss Code of Obligations, if it is required to conduct a limited audit or a company. If the prerequisites for an ordinary audit pursuant to Article 727 of the Swiss Code of Obligations are not fulfilled, the Company must arrange for a limited audit of its annual accounts to be carried out by an auditor pursuant to Article 727a of the Swiss Code of Obligations. The Company shall appoint as its auditor an auditor licensed in accordance with the provisions of the Swiss Audit Supervision Act of 16 December With the consent of all members, a limited audit may be dispensed with if the company does not have more than ten full-time employees on annual average. Other matters shall be determined in accordance with Articles 727 et seq of the Swiss Code of Obligations (via Article 818 of the Swiss Code of Obligations). IV. Closure of accounts and distribution of profits Article 13 - Financial year and accounting The financial year shall be determined by the management. The annual accounts, comprised of an income statement, balance sheet and notes, shall be drawn up in accordance with the applicable provisions of the Swiss Code of Obligations, and with generally accepted accounting principles. V. Notification Article 14 - Communications and notices Notices shall be given by the management to the members by letter, fax or to the addresses stated in the register of capital contributions. The publication organ of the Company is the Swiss Official Gazette of Commerce. Zug, Date [Circular stamp: Attorney at law, authenticating official]

5 [Stamp: Certification. It is hereby certified that the above document is a true copy of the document on the basis of which the last entry in the Commercial Registry of Zug relating to these Articles of Association was made.] [Stamp: Zug, Date] [Stamp: COMMERCIAL REGISTRY OFFICE, ZUG] [Circular stamp: Commercial Registry, Canton Zug]

6 APOSTILLE (Hague Convention of 5 October 1961) 1. Country: Swiss Confederation This public document: 2. has been signed by (Name) 3. acting in the capacity of Secretary 4. bears the seal/stamp of Register of Commerce of the Canton of Zug 5. at (address) 6. Certified the (Date) 7. by State Chancery of State of the Canton of Zug 8. under no. (Reference) 9. Seal/stamp 10. Signature (Name) [Circular stamp: State Chancery of the Canton of Zug]

7 [Circular stamp: Commercial Registry, Canton Zug]