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Vzor B: Společenská smlouva o založení společnosti s ručením omezeným (anglicky - překlad vzoru A)

26.4.2005, Zdroj: Verlag Dashöfer

Vzor B: Společenská smlouva o založení společnosti s ručením omezeným (anglicky – překlad vzoru A)

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NOTARIAL DEED

written on ..................., in words .................., by me ..................., notary in ................., with the seat at .........

....................................., residing at ................., came to my office at ................... He stated he had been competent to all legal acts. I checked his identity from his ID card. Furthermore, ................., residing at ..................., came to my office. I checked his identity from his ID card. He stated he had been competent to all legal acts.

Both above mentioned entered into the notarial deed the following wording of Memorandum of Association

I.
Contracting Parties

1. .................................................................................................................... (name, address)

2. .................................................................................................................... (name, address)

II.
Commercial Company and Seat

Above mentioned partners agreed on the establishment of the limited liability company under the title:

................................................................................................................................, spol. s r. o.

The seat of the company ....................................................................., spol. s r. o. is ...............

III.
Scope of Business

The company’s scope of business includes:

a) ..........................................................................................................

b) .........................................................................................................

IV.
Duration of the Company

The company has been established for an infinite period.

V.
Registered Capital and Contributions of Partners

  1. The registered capital of the company consists of contributions of partners and upon the company’s foundation it amounted to CZK ..................

  2. The following are the contributions of individual partners:

    1. ....................................................................... (name) CZK ...................

    2. ....................................................................... (name) CZK ...................

  3. The above specified cash contributions will be paid up as follows:

    1. 50 % on the day of the signature of Memorandum of Association on a special bank account that will be established by the account administrator on behalf of the newly established company

    2. 50 % within five years of company’s foundation on the account of the company.

  4. Any other cash contribution has to be paid up in the same percentage amounts and within the same deadlines as contributions of the founding partners.

  5. Interest on late payment of cash contributions amounts to 5 % p. a.

VI.
Statutory Bodies

The statutory bodies of the company include:

  1. General Meeting

  2. Chief Executives

  1. General Meeting

    1. 1.1. The General Meeting is the supreme body of the company.
    2. 1.2. The following activities fall within the authority of the General Meeting:
      1. axppx;roval of acts made on behalf of the company prior to its foundation pursuant to section 64 of Commercial Code

      2. axppx;roval of regular, extraordinary consolidated and pro forma financial statements as permitted by law, profit distribution and loss coverage,

      3. decision on amendments to the Memorandum of Association, unless they are motivated by other facts (Section 141 of Commercial Code),

      4. decision on increase or reduction in registered capital or non-cash contribution or possibility of settlement of cash receivable from the company against the liability resulting from non-paid contribution,

      5. appointment and dismissal and remuneration of Chief Executives,

      6. elimination of a partner from the company pursuant to Section 113 and 121 of Commercial Code,

      7. decision on dissolution of the company with liquidation, appointment, dismissal and remuneration of the liquidator,

      8. decision on transfer and lease of a company or a its part or decision on conclusion of such a contract with controlled person,

      9. decision on merger, equity transfer to a partner, split and change of a legal form,

      10. axppx;roval of a controlling contract, contract on transfer of profit and contract on silent partnership and their amendments

      11. axppx;roval of the agreement on performance of the position

      12. other questions that fall within the responsibility of the General Meeting are entrusted by law or this Memorandum of Association.

    3. 1.3. The General Meeting takes place once a year, no later that at the end of June.
    4. 1.4. The General Meeting is convened by the Chief Executive by a written invitation that has to be send to the partners at least 15 days prior to the General Meeting. The General Meeting follows the agenda specified in the invitation. First it elects the Chairman of the General Meeting and the minute taker.
    5. 1.5. The General Meeting makes decisions by resolution which is subject to presence of partners that have at least one half of all votes. Any partner has one vote for every contribution of CZK 10,000.
    6. 1.6. Should the General Meeting fail to constitute the quorum, the Chief Executive calls for an alternative General Meeting with the same agenda. The alternative General Meeting shall be held within one month of the day when the original General Meeting was supposed to meet. The invitation shall be distributed at least 15 days prior to the General Meeting. The alternative General Meeting is able to pass resolutions regardless of the quorum specified in section 1.5.
    7. 1.7. The General Meetings are not public but the Chief Executive may invite not only partners or their proxies but other guests and employees of the company.
    8. 1.8. The Chief Executive provides for registration of attendees. Upon the registration each partner receives a ballot with his name specifying the number of votes that he/she has considering the amount of his/her contribution. Proxies of partners have to present the written power of attorney upon registration. For each General Meeting they shall have a special power of attorney.
    9. 1.9. At the time of the General Meeting the Chief Executive shall announce how many votes is present, what share in the registered capital they represent and whether the General Meeting constitutes the quorum. Should the required number of votes fail to meet within 15 minutes of the start of the General Meeting, the Chief Executive shall announce that the alternative General Meeting is to be called.
    10. 1.10 The General Meeting casts votes upon the invitation of the Chairman of the General Meeting; if there is a counterproposal raised, the partners first vote on it. They cast votes by show of hands, however if they agree on secret voting they pass their ballots. The result of voting is announced by the Chairman of the General Meeting.
    11. 1.11 The issues not specified in the agenda can be decided only if all partners are present and agree with
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