Articles of incorporation. The content of the constituent documents |
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In accordance with Art. 48 CC of the Republic of Belarus - the legal entity operating under the charter (joint stock companies, unitary enterprises, production cooperatives), or memorandum and articles of association (limited (additional) liability), or only the memorandum (full partnership). Memorandum of association is a legal entity, and the charter is approved by its founders (participants). Legal entity established under the laws of one founder, acting under the Charter, approved by this founder. The constituent documents of economic society depends on its shape are the charter or memorandum and articles of association. The memorandum of association the founders of the business association committed to establishing a business entity, determine the composition of the founders, their responsibilities and the procedure for joint efforts to create economic society, conditions for the transfer to him of his property and participation in its activities. The memorandum of association shall also define the name of the business entity, its location, aims, and in cases envisaged by law - and subject of activities, conditions and procedures for distribution among the participants of profits and losses, the management of the business association, the order of exit of the founders (participants) of its composition. Charter of the Company shall determine: (download form charter company) 1. the name of the business entity; 2. its location; 3. goals, and in cases prescribed by law and subject of activity; 4. authorized share capital; 5. rights and responsibilities of participants; 6. structure, mode of election or the formation, composition and competence of its organs; 7. how to manage the activities of the business entity; 8. governing body of the business association or entity (the employee), authorized the preparation, convening and holding general meeting of its members (hereinafter - the authorized body of the business association); 9. procedure for making government decisions, including a list of issues on which decisions are adopted by unanimity or qualified majority vote; 10. conditions and procedure for distribution of profits and losses; 11. list of representative offices and branches; 12. responsibility of society and its members; 13. procedure for approval of financial statements of the society, its branches and representative offices; 14. Elimination of the reasons the company to address its participants; 15. The total number of shares, their par value, categories of shares issued by joint stock company, the number of shares of each category; 16. of a fixed amount of dividend on preference shares (in value or percentage terms relative to the nominal value of shares) or on the basis of its definition (in the case of issuance of preferred shares); 17. a fixed value of the property (in value or percentage terms relative to the nominal value of shares) to be transferred to the owner of preference shares in the event of liquidation of joint-stock company, or on the order of its definition (in the case of issuance of preferred shares); 18. concerning the priority of payment of dividends for each type of preference shares, as well as the distribution of assets between the shareholders - the owners of these shares in the event of liquidation of joint-stock company (in case of issue of preference shares of several types). 19. information about the persons or the procedure for determining the persons, including accommodation and outstanding shares issued by joint stock company. By the Charter of the closed joint-stock company is a list of its participants. Ltd. are the founding documents: articles of incorporation, signed by its founders, and they approved the charter. (Download form the charter company) Constituent documents of a limited liability company must contain: • the size of the statutory fund; • a list of the company with limited liability and information about the amount of shares in the share capital of the limited liability of each participant; • the size, composition, timing and order of the participants of the limited liability of the authorized fund of the society; • The responsibility of the company with limited liability for breach of duty to make contributions to the charter capital of the company; • The composition and competence of the government of that society; • Procedures for making government the society, including a list of issues on which decisions are taken unanimously or by a qualified majority vote; • an indication of the authority of a limited liability company, whose jurisdiction covers the creation and liquidation of branches and representative offices of this society; • The order of output member of the limited liability of the society and its exceptions; • The order of transfer of share (part thereof) in the share capital of a limited liability company to another person; • any other information if the need for their inclusion in the constituent documents provided by this Act. Constituent documents of the company with additional liability other than the data provided to the constituent documents of Company and the Company referred to above must contain information about the amount of additional liability of the members of this society and the manner of its distribution among the participants. (Download the form of the statute ODL) Charter unitary enterprise shall contain, besides the usual information, information about the object and purpose of the enterprise, as well as about the size of the share capital of the enterprise, procedure and sources of its formation. (Download the form of the statute UP) Прослушать На латинице |
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