Articles of Association
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Articles of Associationtitl-arti-asso
The undersigned quotaholders hereby establish, by the application of a sample contract, that the limited liability company stipulated below shall have the following Articles of Association:
CORPORATE NAME, REGISTERED OFFICE, PREMISE(S), BRANCH OFFICE(S) OF THE COMPANY
Abbreviated company name:
Registered office of the Company:
The registered office of the Company is also the central place of administration.
Registered places of business:
Branch offices of the Company:
Electronic address of the Company:
THE QUOTAHOLDERS OF THE COMPANY
Place and date of birth:
Mother’s name at birth:
SCOPE OF ACTIVITIES
The main business activity of the Company is the following:
Other activities of the Company
The management of the Company is not entitled to amend the scope of activities of the Company.
REGISTERED CAPITAL OF THE COMPANY
Registered capital of the Company
The registered capital of the Company is HUF 3,000,000 (that is three million Hungarian forints), consists exculisevely of cash contribution and which is 100 percent of the registered capital.
The executive director shall report the full payment of the capital contributions to the Court of Company Registration
Founder’s Registered capital:
The Founder has paid the full amount of his core deposit to the Company’s bank account.
THE CAPITAL CONTRIBUTIONS OF THE INDIVIDUAL QUOTAHOLDERS
Name (corporate name):
Amount of the capital contribution:
Composition of the capital contribution:
The quotaholders’ meeting shall not require the quotaholders to make supplementary payments to cover financial losses.
The quotaholder’s rights and obligations related to the capital contribution shall constitute the quota, which is generated upon the incorporation of the company.
Several persons may have title to one quota, who shall be deemed to be one and the same quotaholder of the Company; they may exercise their rights, including the right of signing hereof, by their joint representative, exclusively, and shall have joint and several liability for the obligations of the given quotaholder.
The persons with title to the given quota shall elect their joint representative by exercising their voting rights according to their respective shares.
The quotas shall be proportionate to the capital contributions of the quotaholders.
Thus the quotas shall be allocated among the quotaholders as follows:
TRANSFER AND DIVISION OF THE QUOTAS
The quotas may be transferred to the quotaholders of the company.
Quotas may be transferred to an external person on the condition that the given quotaholder has paid up his capital contribution in full, unless the quota was transferred due to the termination of the quotaholdership of the quotaholder in the company arising from the exlusion of said quotaholder or his failure to pay up the capital contribution or supplementary payment.
In accordance with the provisions governing right of pre-emption, the quotaholder, the Company or the person designated by the quotaholders' meeting shall be entitled to acquire title to the quota to be transferred for a contribution of cash in the order specified above.
The transfer of any quota to an external party shall be subject to the consent of the quotaholders’ meeting (the Company).
Quotas may not be transferred in any manner other than for a contribution of cash.
The division of quotas shall be subject to the consent of the quotaholders’ meeting.
The company may make payment from its equity to the quotaholders, with regard to their quotaholder status, during the existence of the company, from the company’s after-tax profit in the current year or from the after-tax profit in the current year supplemented by the available profit reserve, exclusively.
The company may not make any payment to its quotaholders, in the event the adjusted equity of the company is less or would, as a result of the payment, be less than the registered capital of the company or in the event the payment would jeopardize the solvency of the company.
Quotaholders shall be entitled to a specific amount from the equity of the company which may be divided, subject to the order of the quotaholders’ meeting, for the purpose of making payments to the quotaholders.
The profit shall be devided among the quotaholders in pro-rata to their capital contributions.
Quotaholders shall be entitled to dividend, provided that they were entitled to exercise their quotaholder’s rights against the company at the time of the decision on dividend payment.
The executive director shall not decide to pay interim dividends.
THE QUOTAHOLDERS’ MEETING OF THE COMPANY
The quotaholders’ meeting shall be the supreme decision-making body of the company.
The company may adopt a resolution in writing on issues delegated to the exclusive powers of the quotaholders’ meeting as well.
Quotaholders are not required to attend the quotaholders’ meeting in person directly, except for the regular annual quotaholders’ meeting adopting the annual report, but they may exercise their quotaholder’s rights by using electronic telecommunication devices (telephone, internet) as well. In this case, the Executive director shall create telephone or internet connection with the quotaholders absent, who may put forward proposals, make comments and cast their votes concerning the given agenda item on the telephone or via the internet.
Only such telecommunication devices shall be used which would provide uninhibited communication and debate between the quotaholders (e.g. telephone or video conference call).
No devices unsuitable for the identification of the persons participating at the quotaholders’ meeting may be applied.
In the event a proper video or voice recording is made, it is not required to take minutes of the quotaholders’ meeting.
In the event the resolution of the quotaholders’ meeting must be submitted with the Court of Company Registration, minutes shall be taken of the recording, which shall be authenticated by the Executive Director.
The quotaholders’ meeting shall be convened at three months' intervals to the registered office or branch office of the company.
The individual quotaholders shall have the following number of votes:
Name (corporate name):
Number of votes:
The quotaholders’ meeting shall have a quorum if attended by quotaholders representing more than 50% of the votes to be cast.
In the event of lack of quorum, the second quotaholders’ meeting shall have a quorum in the matters on the original agenda regardless of the number of votes represented by the quotaholders present.
The second quotaholders’ meeting shall be held no less than three and no more than fifteen days following the first quotaholders' meeting.
Unless otherwise stipulated herein or by law, the quotaholders shall adopt their resolutions by the simple majority of the votes cast and with no less than two of the members voting for the given motion.
The quotaholders’ meeting shall be convened by the Executive Director.
The Executive Director shall convene the quotaholders’ meeting on a quarterly basis, no later than the 20th day of the month following the given quarter. The Executive Director shall inform the quotaholders of the precise time and place of the quotaholders’ meeting no less than 8 (eight) days in advance. The conditions for convening the second meeting shall also be specified in the invitation.
The Executive Director shall report in detail to the quotaholders’ meeting of the business and financial situation and strategy of the company, as well as the issues concerning the human resources of the management thereof and provide sufficient answer and explanation to the oral or written questions of the quotaholders in writing if necessary. To this end, the Company shall prepare a profit and loss account, cash flow statement and sales report every month, which shall be presented at the subsequent quotaholders' meeting. These reports shall not be subject to audit.
The quotaholders hereby agree that, in addition to the matters determined in Act V of 2013 on the Civil Code, the following matters shall fall within the exclusive powers of the quotaholders’ meeting:
a) decision on dividend payment or any other payment or distribution of assets to be performed with regard to quotas in the Company, b) appointment and removal of the Executive Director, c) initiation of soliciting offers from third parties regarding the quotas or the approval of any offer received or any quota transfer, d) loans granted to the employees or quotaholders of the given company in excess of 300,000 (three-hundred thousand) HUF annually, e) granting suretyship other than within the regular course of business, f) granting of lien, security deposit or any other collateral, g) exercising certain employer’s rights (e.g. the establishing or termination of employment) regarding employees with an annual gross salary exceeding 5,000,000 (five million) HUF, h) conclusion or termination of consultancy contracts of an annual value exceeding 1,000,000 (one million) HUF, i) adoption or amendment of the business plan of the given company or the annexes thereto (financial plan, strategy), j) approval of any investment expenditure exceeding 2,000,000 (two million) HUF (whether in one amount or in several instalments) and not included in the business plan of the given company, k) approval of any project expenditure exceeding 1,000,000 (one million) HUF (whether in one lump sum or in several instalments) and not included in the business plan, l) establishing and alienation of subsidiaries m) material change to the nature of the business activity pursued by the given company other than stipulated in the business plan, n) initiation of or agreement on any litigation on behalf of the Company, o) approval of any agreements affecting rights to intellectual properties, including ownership rights or the conclusion of licence agreements;
The quotaholders hereby agree that any of the matters specified in paragraph 11.10 shall be subject to a resolution passed by a majority of at least 3/4 of all quotaholders.
No quotaholder directly affected in a given matter may vote thereon, rather the vote of such quotaholder shall be disregarded when the decision is made on such matter
The dividend for the given year may be paid exclusively based on the resolution of the quotaholders’ meeting. The quotaholders hereby agree to plough back 50% of the revenues into the company for the purpose of further development each year.
The quotaholders agree not to fill any management position in any business association or company registered in Hungary and with a scope of activities identical or similar to the scope of activities or closely related to the operation of the company while being quotaholders of the company without the unanimous, prior written consent of the quotaholders' meeting.
Each quotaholder agrees not to acquire any title, whether directly or indirectly, in any business association, co-operative or company registered or any other organisation established in Hungary with a scope of activities identical or similar to the scope of activities or closely related to the operation of the company while being quotaholders of the company without the unanimous, prior written consent of the quotaholders' meeting.
Such limitation shall not affect any of the licenses or rights of development, production or use pertaining to other applications of the patent “4D Anatomy” of dr Balogh Attila (e.g. 4D Implants: simulation and modelling of the operation of implants, 4D Biology: modelling of the structure of animals and plants, 4D Pathology: pathologic organs, 4D Surgical Anatomy: presentation of surgical explorations by the use of technology, etc.) or any of his related activities.
The quotaholders agree that should any of the quotaholders present a material hazard to achieving the objectives of the company, with special regard to the implementation of the project to be realized by the company, the remaining quotaholders may decide to file an action for the exclusion of the quotaholder in breach.
The quotaholder in question may not vote on the given matter. Reasons for exclusion may include, in particular, the quotaholder's failure to discharge his financing obligation towards the company or the breach of non-competition obligations.
THE EXECUTIVE DIRECTOR
The Executive Director authorized to manage and represent the company shall be:
The executive director shall be appointed for
indefinite period of time.
The appointment shall commence on:
The appointment shall terminate on:
The Executive Director shall perform the management of the company based on agency.
In the event of the appointment of a new executive director, the quotaholders agree that such new executive director may be nominated by quotaholder [NAME] The election of the executive director shall be subject to the unanimous decision of the quotaholders' meeting.
SIGNING ON BEHALF OF THE COMPANY
The executive director and the manager with general power of attorney represent and sign on behalf of the Company jointly.
Signing on behalf of the Company is concluded in a manner that the executive director and the manager with general power of attorney of the Company attach their signature jointly below or above to the full or abbreviated name of the Company prescribed in hand or by machine, pre-printed or pre-stamped, as shown in their specimen signatures.
DISSOLUTION OF THE COMPANY
In the event of the dissolution of the company without legal successor, the assets shall be divided among the quotaholders, following the satisfaction of creditors, pro-rata to their capital contributions.
TERM OF OPERATION OF THE COMPANY
The Company was founded for an indefinite period of time.
In cases where Act V of 2013 on the Civil Code obliges the company to make public announcements the company shall discharge such obligation in the Company Gazette.
In the event of the acquisition of all quotas of a multi-person limited liability company by the same quotaholder, a single-member company shall be established.
Having become a single-member company, the company shall operate pursuant to the rules governing single-member companies, however, a Deed of Foundation shall only be prepared instead of the Articles of Association, if no other quotaholder is reported in one year after the company has become a single-member company.
Matters not regulated herein shall be governed by the relevant provisions of the Civil Code.
The undersigned attorney-at-law [NAME], as the legal representative of the company hereby certifies based on Article 51, Section (3) of Act V of 2006 on public company information, company registration and liquidation proceedings, that the text of these Articles of Association, as restated and amended, corresponds to the content of the Articles of Association effective Based on the amendments adopted on [DATE] These Articles of Association contain the paragraphs affected by the latest amendments printed in italics.
The quotaholders’ signatures: