(Example Administration Company Ltd.)
1: Name, Registered office
The company shall
be known as ________________.
It shall have
its registered office in ________________.
2: Duration of company and financial year
The company has
been set up for an indefinite period of time.
year shall be the calendar year. The first financial year shall be
a truncated year commencing with the entry of the company in the company
register and terminating on the immediately following 31st December.
3: Scope of the company
Scope of the
company is the administration of its own assets, as well as any and
all transactions connected therewith, with the exception only of those
requiring special authorization.
The company shall
be entitled to have holdings in other companies, inclusive of acting
as personally liable shareholder of such companies, and to set up
The company shall make its announcements exclusively in the Federal German
Official Gazette (Bundesanzeiger).
Joint-stock capital and shares
5: Amount and subdivision of the joint-stock capital
capital of the company shall amount to EUR 50,000.00.
(in words: fifty thousand EURO).
It shall be subdivided into 1,000 (one thousand) shares having a face
value of EURO 50.00 (fifty EURO) each.
The shares shall
be issued as registered shares.
A quarter of
the joint-stock capital shall be paid up at the time of the foundation
of the company.
Should the company
decide to increase its joint-stock capital without specifying whether
the new shares are to be registered or freely transferable, they shall
likewise be registered shares.
The form of the
share certificates and the form of the dividend and renewal coupons
shall be decided by the Board of Directors. The company may combine
the shares either wholly or partly into share certificates that refer
to more than one share.
When only a single
share certificate is issued ion respect of the company's shares, a
claim of the shareholders to individual certificates shall be excluded.
This shall not affect the right of each shareholder to require the
company, though at his own expense, to issue a multiple share certificate
for all the shares held by him.
New shares deriving
from future capital increases may be granted preferential rights on
the occasion of dividend distributions. Their entitlement to receive
a dividend in respect of the financial year in which the capital increase
was carried out may be regulated in a manner different from Article
60 II 3 of the Share Act (Aktiengesetz).
6: Board of Directors
Board of Directors shall consist of at least one and not more than
six persons. It shall be appointed by the Supervisory Board for a
period of not more than five yearst.
only a single member of the Board of Directors has been appointed,
the said person shall be the sole representative of the company. When
the Board of Directors consists of several persons, any two members
of the Board of Directors may jointly represent the company, and individual
members of the Board of Directors may do so jointly with a proxy holder.
The Supervisory Board may determine that individual members of the
Board of Directors may also represent the company on their own.
to the aproval of the Supervisory Board, the Board of Directors may
give itself a set of standing orders. Any plan for dividing functions
among the members of the Board of Directors shall be subject to the
approval of the Supervisory Board.
7: Supervisory Board
Board shall consist of three members.
The members of
the Supervisory Board shall be appointed for a period not extending
beyond the end of the fourth General Meeting that decides about the
approval of the annual accounts for the fourth financial year after
the commencement of their period of office. The fiscal year in which
their period of office commences shall not be taken into consideration
for this purpose. Should a member of the Supervisory Board terminate
his period of office before its expiry, the person who takes his place
on the Supervisory Board shall be elected only until such time as
the period of office of the other members expires.
After each General
Meeting that decides about the acceptance of the annual accounts the
Supervisory Board shall elect a Chairman and a Vice Chairman, who
shall retain their offices until the next General Meeting that decides
about the acceptance of the annual accounts.
Meetings of the
Supervisory Board shall be convened by the Chairman or, in his absence
or disablement, by the Vice Chairman. The Supervisory Board shall
decide its own standing orders. Decisions of the Supervisory Board
shall be valid [only] when all three of its members participate in
the vote thereon. Decisions shall need a majority of the members of
the Supervisory Board. A minute of record shall be prepared about
each meeting of the Supervisory Board and shall be signed by the Chairman.
shall be empowered to make such statements in the name of the Supervisory
Board as may be necessary for the carrying out of its decisions and
to receive any declarations addressed to the Supervisory Board.
The members of
the Supervisory Board may be relieved of their office before its normal
expiry by a decision of the General Meeting, but the said decision
shall be valid only if taken with a majority of 75% (seventy-five
percent) of the joint-stock capital.
Subject to giving
four weeks' notice, each member of the Supervisory Board may resign
his office without stating any reason, and may do so without notice
if he states an important reason therefor. The resignation shall take
the form of a written statement made to the Board of Directors of
which the Chairman of the Supervisory Board shall also be informed.
8: General Meeting
A General Meeting
shall be held at least once a year within the first eight months of
the financial year and fundamentally at the company's registered office.
Otherwise, over and above the cases specified by law and the Articles
of Association, it shall be called whenever the good of the company
The General Meeting
shall be called by the Board of Directors. The convocation shall state
the agenda to be discussed and shall be made by giving a period of
notice of at least one month, for which purpose neither the day of
publication of the notice nor the day of the General Meeting shall
be considered. Always provided that all the shareholders agree, a
General Meeting may be called at any time without complying with any
regulations regarding form or notice.
All the shareholders
or their duly authorized representatives shall be entitled to attend
General Meetings and to exercise their voting rights on these occasions.
The Chair at
General Meetings shall be taken by the Chairman of the Supervisory
Board or, should he be unable to do so, by his Deputy or some other
chairman to be elected by the shareholders with a simple majority.
The Chairman shall determine the order in which the items on the Agenda
are to be discussed and also the nature and the order of the votes
to be taken.
Every share of
a face value of EUR 50.00 (fifty EURO) shall give its holder the right
to one vote. The voting right becomes effective as soon as the minimum
amount required by law has been paid up.
General Meetings shall be set out in a minute of record that is to
be signed by the Chairman of the Supervisory Board. Whenever decisions
are taken for which the law requires a majority of three quarters
of the joint-stock capital or over, the said decisions shall be recorded
in the form of a notarial deed.
7. Always provided
that the law does not otherwise require, decisions at General Meetings
shall be taken by means of a simple majority of the votes actually
cast. Whenever the law requires a majority of the joint-stock capital,
the vote shall be decided by a simple majority of the said capital,
always provided that there are no compulsory legal provisions to the
Annual accounts and use of profits
9: Annual accounts and report
The Board of
Directors shall prepare the annual accounts for the past financial
year and the other documents required by law and submit them to the
auditors. As soon as it has received the report of the auditors, the
Board of Directors shall submit the annual accounts, the annual report
and the report of the auditors to the Supervisory Board. At the same
time the Board of Directors shall inform the Supervisory Board of
the proposal that is to be made to the General Meeting regarding the
use to which the annual profit is to be put.
Board shall examine the annual accounts, the annual report and the
proposal regarding the use to which the annual profit is to be put
and make a written report thereon to the General Meeting. The said
report shall be sent to the Board of Directors within one month of
the receipt of the documents. Should the Supervisory Board approve
the annual accounts after having examined them, the annual accounts
shall be deemed to have been ascertained , always provided that the
Board of Directors and the Supervisory Board do not decide to leave
the annual accounts to be ascertained by the General Meeting.
The Board of
Directors shall convene the Ordinary General Meeting immediately after
it receives the report of the Supervisory Board.
Should the Board
of Directors and the Supervisory Board ascertain the annual accounts,
the decision in accordance with Article 58 II 2 of the Share Act (Aktiengesetz)
regarding the formation of (other) reserves from the profit shall
remain fully reserved to the General Meeting.
Should the General
Meeting ascertain the annual accounts a quarter of the annual excess
shall be assigned to other profit reserves, but allocations to capital
reserves and losses carried forward shall first be deducted from the
said annual excess.
11: Use of profit
The General Meeting
shall decide about the use to which the profit deriving from the ascertained
annual accounts is to be put.
The General Meeting
may also decide some use other than what is envisaged by Article 58
III 1 of the Share Act (Aktiengesetz) or other than distribution among
Miscellaneous other provisions
12: Changes of wording
The Supervisory Board
shall be empowered to decide amendments [... of the present Articles of
] that concern only the wording.
13: Setting up costs
The setting up costs
up to a maximum amount of EUR 7,300.00 (seven thousand three hundred EURO),
inclusive of a setting up fee, shall be borne by the company. The setting
up shall be deemed to consist in particular of the following:
the court, notary
and examination charges, as well as publication costs and account
opening fees, for a total of about EUR 1,500.00,
the setting up
fee to Vorratsgesellschaften Deutschland AG for an amount of EUR 5,000.00
(five thousand EURO) plus Value Added Tax of EUR 800.00 (eight hundred
EURO) for the preparation and organization the setting up and activities