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Форум за счетоводство - Веста Консулт » Въпроси и отговори » Обмен на бланки на документи » Примерен дружествен договор на английски език (за двама съдружници.)
Примерен дружествен договор на английски език
BoyanovaDate: Monday, 06.06.2011, 09:35 | Message # 1
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Group: Админ
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Моля, да се има предвид, че предмет на дейност и адрес не са посочени. Основният капитал не може да бъде разделен на дялове, по-малки от един български лев!

A R T I C L E S O F A S S O C I A T I O N

Today on 10.04.2008in Sofia city, was signed the following contract between the

P A R T N E R S:

1. (full name according to the ID card)
PIN:
Identity Card N
Issued on 00. 00. 0000. , by Home Office Sofia, with address: (according to the ID Card/ passport/ visa/ etc)
2. (full name according to the ID card)
PIN:
Identity Card N
Issued on 00. 00. 0000. , by Home Office Sofia, with address: (according to the ID Card/ passport/ visa/ etc)
Who have desire and plans to develop commercial activity respecting Bulgarian legal order and signed the current Articles of Association.

INCORPORATED PARTNERSHIP AND LEGAL SEAT

Art. 1. The incorporated partnership of the company is “ (full name of the company in Bulgarian)” LTD, which will be written as follows: “(the name of the company with Latin alphabet)” LTD.
Art. 2. Legal seat of the company and the address of management:
Country- Bulgaria, city, postal code, municipality, district, qtr, street and N; block N , entrance, floor, apartment/office.

SUBJECT OF ACTIVITY

Art. 3. Subject of activity of the company is: …..

Accounting services, audit, consultancies, mediator activity …… etc…. and all other types of activity, which are not prohibited by law.

Note! The subject of activity could contain only activities, which are listed in the Commercial Act.

CAPITAL DISTRIBUTION AND MANAGER

Art. 4. The main capital of the company is in size of …. levs and it is distributed between the partners as follows:
(note: the lowest possible level of the main capital could be nothing less than 1 lev. This is legal requirement if the company is LTD. If it is other type of incorporated person the lowest level is different)
1. (full name of the 1st partner) with PIN:
- X shares for X leva per each share or XX leva or X% from the whole capital of the company.
2. (full name of the 2nd partner ) with PIN:
- X shares for X leva per each share or XX leva or X% from the whole capital of the company. Art. 5. Company is represented together and separately by the Managers:
1. (full name of the 1st partner), PIN:
And
2. (full name of the 2nd partner), PIN:

Art. 6. Capital of the company is paid in at all in a bank account.

INCREASE OF THE CAPITAL BY CAPITALIZATION OF THE ERNINGS

Art. 7. After the approval of Annual Report the General assembly could decide to increase the main capital by means of partial transformation of the profit in capital.
Art. 8. This decision can be taken unanimously and with full mutual consent of the partners.

Art. 9. The Annual profit of the company has to be distributed proportionately between the partners according their participation in the main capital and the additional capital.
Art. 10.
/1/ In case of unanimous decision by General Assembly, a partner could finance the company in Bulgarian or foreign currency for buying a fixed assets in the company.
/2/ The funds from the financing has to be repaid to the creditor by the company respecting the terms in the contract for financing and the Written statement , issued by General assembly.

MANAGEMENT OF THE COMPANY

Art. 11. Bodies of the company are:
- General assembly
- Manager/s/ of the company

Art. 12. Manager could be out of the partnership.
- Manager, if he is out of the partnership, is taking part in the General assembly’s meetings with the right to vote.
- The company assigns to the Manager by the means of Managing contract the management of the company.

RIGHTS AND OBLIGATIONS OF THE MANAGER

Art.13.
1. Manager has the responsibility for the damages on the Company, which are done culpable or with culpable neglect.
2. Manager should keep the secrets of the company.
3. Manager manages and represents the company and takes decisions for all questions, except those, under General Assembly’s competence.
4. Manager has to organize and lead the business activity of the company.
5. Manager has to be chosen with unanimous decision of the General Assembly.
6. Manager is obligated to convene General Assembly when losses of the company exceed ¼ of the capital, and also when the net amount of the possessions according to art 247a paragraph 2 goes under the size of the registered capital.
7. Manager is able to ask to be extinguished from the Trade Register of the Registry Agency with notification letter to the company. In one month period after the notification letter is received, the company has to enroll his dismissal in the Trade Register.

GENETRAL ASSEMBLY OF THE PARTNERS

Art.14. General Assembly includes all partners.

Art.15. All decisions have to be taken by the General Assembly unanimously. General Assembly is the managing body of the company and takes the following decisions:
- change and supplement the Articles of Association.
- accepts and excludes partners
- increase and decrease the main capital
- change the remuneration of the Manager
- reform or cancel the company.
- gives a consent for transferring of company shares to a new partner.
- accepts annual financial statement, balance-sheet and profit distribution.
- Other questions which Manager asks to be considered.

Art. 16. General Assembly has to be summoned by the Manager at least once per year.
General Assembly could be summoned extraordinary according to the Manager’s decision or when there is written request of the partners with shares above 1/10 of the capital.
General Assembly has to be summoned with written invitation, signed by the Manager, where has to be listed the following:
- Name of the company and its address of management.
- Place, date and time of the general Assembly
- Type of the General Assembly – extraordinary or regular
- the Agenda
Art. 17. After the meetings of the General Assembly has to be issued written statements, which need to be kept for the whole period of existence of the company.
Art. 18. Name of the manager has to be enrolled in the Trade Register. He has to deliver notary certified signature and to declare his consent to manage and represent the company. The enrollment will be published in national state Gazette.
Relation between the company and Manager has to be settled in a Managing agreement. The agreement has to be in written form and has to be signed by representative of the company, who is empowered to sign it at one side and at the other side by the Manager /s/:
1. manager 1
2. manager 2
Powers of the manager could be withdrawn anytime and his name to be extinguished from the trade Register.
Manager could ask to be extinguished from the Trade Register with notification letter to the company. Company in one month period has to publish the extinguishment in the trade Register.

RIGHTS AND OBLIGATIONS OF THE PARTNERS

Art.19. Each partner is obligated to pay his part of the share at all or until one month after the company is registered, if the paid capital is 70%.

Art. 20. If the capital is not paid, this is reason for removal of the partner from the company.

Art. 21. A new partner could be accepted by the General Assembly after submission of application form, in which the new partner accepts the rules of the Articles of Association.

- Decision for the acceptance has to be published in the Registry Agency.

Art. 22. Each partner has the following rights:
- to participate in the management of the company,
- to represent the company with notary certified power of attorney,
- to participate in the profit distribution,
- to be informed for the company activities,
- to take a look at the books of the company
- has a right of liquidation share.

Art. 23. Partnership is ceased :
1. In case of death or mental illness
2. in case of exclusion,
3. In case of liquidation of the company,
4. In case of insolvency
5. A partner could cease his participation in the company with notification letter, made at least 3 months before the cease.

After the end of the notification letter, Manager of the company is obligated to make a re registration of the company in one month period and to ensure the payments of the shares, dividend, etc, to the leaving partner.

6. Partner could be expelled when
- he has not paid his share in additional period of time, which is determined by the General Assembly and which can not be shorter than one month. Periods should be determined with a majority more than ½ of the capital.

- he does not fulfill his obligations to the company according to the internal orders, defined by the General Assembly.

- he does not respect the decisions of the General Assembly,

- he acts against the interests of the company.
- if he does not pay the additional affiliation fee and in case he has not practice his right to leave on the grounds of 134, par 2

Art. 24. Each partner has share from the possessions of the company. The size of the share is determined on the grounds of his capital share.

Art. 25. Capital share could be transferred or inherited. Transfer of the capital share from one partner to another could be done free, and to third parties – respecting the requirements of new partner acceptance.

Art. 26. /1/ The transfer of capital share has to be done with notary certified signatures on the contract and has to be published in the Trade Register.
/2 / The assignee is with joint liability with his principal concerning the debts up to the moment of transfer and against the transferred shares of the capital.

/3 / Partners could not ask their shares back until the company exists.

Art. 27. General Assembly is able to appoint a controller for a year, who to be responsible for the respecting of the conditions of the Articles of Associations and for the preservation of the possessions of the company and also to report at the hearings of General Assembly.

Art. 28. Manager and Controller are responsible for the possessions and damages done to the company.

Art. 29. General Assembly could choose an auditor before the end of the year. He is responsible for the confidentiality.

ANNUAL CLOSE OF ACCOUNTS AND DIVIDENT DISTRIBUTION

Art.30. The financial and tax year starts on 1St of January and ends on 31st of December.

Art. 31. Two months after the end of the tax year manager prepares the Annual report for the activity of the company during the passed year, which has to be represented to the General Assembly.

Art. 32. Annual report contains Annual Financial Statement, proposal for profit distribution and dividend size, proposal of losses covers.

Art. 33. Dividend has to be paid to the partners in one month period, after the General Assembly has determined their size.

LIQUIDATION AND CEASE

Art. 34. Company could be ceased:
1. With the end of the period if it is determined in the Articles of Associations.
2. with decision of the partnership with majority above ¾ of the capital.
3. If there is bundling or merger of the company with another company.
4. In case of insolvency
5. When there is a court decision in cases, determined by the current legal order.

Art. 35. Company could be ceased with court decision as follows:

1. by one partner’s request /the claim has to be against the company/
2. by public prosecutor’s request if the activity of the company contradicts to the legal order.

3. By public prosecutors’ request when in 3 month period there is no manager of the company.

Art. 36. /1 / During the cease of the company starts a liquidation procedure.

/2 / Manager of the company acts like liquidator.

/3/ By controller’s request ore partner’s request, court could appoint other liquidators.

/4 / Liquidation of the company should respect part XVII Commercial Act.

OTHER

Art. 37. This is limited liability company for unlimited period of time.

Art. 38. Parties will settle all arguments amicable .If no consent was found interested parties could start a court case, which decision is obligatory.

Art. 39. Competent body on all disagreements and disputes is Bulgarian Court.

Art. 40. Questions and topics, which are not settled in this contract, are under the regulation of the current legal order in Bulgaria.

Art.41. This Articles of Associations was accepted by General Assembly of the partners and happened on 00.00.0000. in Sofia city . Each page is signed by the partners and comes into force after the registration of the company in Registry Agency.

PARTNERS:

1.

2.


Хората са само два вида- простИ хора и простО хора, вторите често грешат, но първите само това правят!
 
Форум за счетоводство - Веста Консулт » Въпроси и отговори » Обмен на бланки на документи » Примерен дружествен договор на английски език (за двама съдружници.)
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