Example of Articles of Incorporation
We explain the example of articles of incorporation. A constitutive act , is an act that is drawn up before a notary, and is the legal basis with which a company, institution or association is inaugurated, which focuses on a specific purpose or varied purposes, as happens with companies with multiple lines of business. .
A charter can also constitute an association, both altruistic and foundations and civil associations for merely private purposes.
Example of constitutive act format:
CONSTITUTIVE ACT OF SOCIEDAD ANONIMA DECAPITAL VARIABLE
DEED No. 5624 VOLUME 548 PAGES 21 to 27 IN THE CITY OF MEXIC DF., On March 22, 2013, I, Mr. Pedro Luna Pérez, Notary Public No. 365, HAVE CONSIDERED: THE COMMERCIAL SOCIETY CONTRACT, in the ANONYMOUS FORM OF CAPITALVARIABLE, granted by the Messrs. Aquileo Medel Martínez, José Medel Martínez, Antonia Cruz Méndez and John Smith Phipher, and which are subject to the statutes contained in the following.
CLAUSES:
NAME, PURPOSE, DURATION, ADDRESS, NATIONALITY AND CLAUSE OF ADMISSION OF FOREIGNERS.
FIRST– The company will be called ” Listen Matic plus ” name that will be followed by the words “SOCIEDAD ANONIMA DE CAPITAL VARIABLE”, or by the acronym “SA de CV”.
SECOND.- The purpose of the company is:
a) Assemble and manufacture “deafness devices”.
b) The distribution of “deafness devices”.
c) Carry out all kinds of commercial acts, being able to:
1. Buy,
2. Sell,
3. Import,
4. Export and
5. Distribute all kinds of articles and merchandise.
d) Actively or passively contract all kinds of services, enter into contracts, agreements, as well as acquire by any patent title, industrial brands, trade names, options and preferences, literary, industrial, artistic property rights or concessions from any authority .
e) To form part of other companies with the similar purpose of this one.
f) Issue, draw, endorse, accept, guarantee and discount and subscribe all kinds of credit instruments, without being located in the assumptions of Article four of the Securities Market Law.
g) Acquire shares, participations, part of social interest, obligations of all kinds of companies or companies, take part in them and enter into limited partnership, without being located in the assumptions of Article four of the Securities Market Law.
h) Accept or confer all kinds of commercial commissions and mandates, acting on their own behalf or on behalf of the principal or principal.
i) Acquire any other title, possess and exploit all kinds of movable property, real rights, as well as the real estate that is necessary for its purpose.
j) Hire the personnel necessary for the fulfillment of the corporate purposes and delegate to one or more people the fulfillment of mandates, commissions, services and other activities of its purpose.
k) The company may grant guarantees and be jointly bound on its own account, as well as constitute a guarantee in favor of third parties.
l) Carry out and issue all kinds of acts, operations, agreements, contracts and titles, whether civil, commercial or credit related to the corporate purpose.
THIRD.- The duration of this company will be NINETY NINE YEARS, which will be counted from the date and signature of the corresponding deed.
FOURTH.- The legal address of the company will be that of Guillermo Gonzales Camarena No. 316598, col Central, San Agustín Tenongo, and this does not exempt the possibility of establishing agencies and / or branches in any part of the Republic or abroad, and submit to the conventional addresses in the contracts it celebrates locally.
All shareholders will be subject to the jurisdiction of the courts and corresponding authorities of the domicile of the company in terms of their activities and relationships before the company, with an express waiver of jurisdiction in their respective personal domiciles.
FIFTH.- All current or future partners of foreign origin within the company that is constituted are formally obliged before the Ministry of Foreign Relations, to consider themselves as nationals, with respect to the social parts of which they become creditors or acquire or of the who are owners within this company, as well as the assets, rights, concessions, participations and interests of the owner in the company or the rights and obligations that derive from the contracts in which it is a party with Mexican authorities as well as not request the protection, intervention and protection of their Governments, under the penalty that if they do so they will lose their benefits in this Nation on their acquired social shares.
- SOCIAL CAPITAL
- ACTIONS.
SIXTH.- Its capital is variable, the fixed minimum is 5,000,000.00 (five million pesos M / N), represented by ONE HUNDRED SHARES, with a nominal value of 50,000.00 (Fifty thousand pesos M / N), each one.
SEVENTH.- When there is foreign intervention, the following will be taken as mandatory rules:
1.- The capital stock will be made up of series “A” shares and may only be subscribed by
a) Natural persons of Mexican nationality.
b) Immigrants who are not linked to centers of economic decision abroad, and
c) Legal entities of Mexico in which its largest capital is national.
The percentage that must be subscribed by Mexicans will be determined in accordance with the Mexican classification of activities and products indicated in the Regulations of the Law to promote Mexican Investment and Regulate Foreign Investment. The remaining percentage will be made up of series “B” shares and will be freely subscribed. In any case and in any circumstance, the percentage of Mexican minimum capital must be respected, in net terms, and in the event that the participation of foreign investment in the capital stock intends to exceed the fixed percentage, it must comply with what is established in the fifth article of the Regulation cited above or request authorization from the National Foreign Investment Commission.
EIGHTH.- Fixed share capital may be increased or decreased in the following ways: In the event of an increase, an extraordinary General Shareholders’ Meeting will be required and they will have a preferential right to subscribe it in proportion to the number of shares they hold. Such right of preference must be exercised within fifteen days following the date of publication in the Official Gazette of the Federation or in one of the newspapers with the highest circulation of the registered office, of the resolution of the Assembly that has decreed said increase, but if the entire capital stock is represented at the meeting, the increase may be made at that time. In the event of a decrease, the Extraordinary General Shareholders’ Meeting will be required and may not be less than that authorized by the General Law of Mercantile Societies; the decrease will be effected by lottery of the shares or by withdrawal of contributions. The partner who wishes to separate must notify the company and such request will not take effect until the end of the current year, if the notification is made before the last quarter or until the end of the following year if it is made later. To this end, the provisions of the ninth article of the General Law of Commercial Companies will be complied with.
NINTH.- The maximum capital will be unlimited, thus it is also clarified that the company will set the limits in both fixed capital and variable capital, the variable capital will be clarified through an ordinary shareholders’ meeting and will be related to contributions in cash and in kind, with reason for capitalization of premiums on shares, with capitalization of retained earnings or valuation and revaluation reserves as well as other prior contributions from shareholders, without this implying the alteration or modification of the regulations or bylaws of the Company; Through the same requirements, the capital of the company may be altered in the variable aspect. The shares, where appropriate, issued and not subscribed in time to increase the capital,
TENTH.- A register of registered shares will be kept as established in the general law of Mercantile Companies in its twenty-eighth article, and the person who appears in such a way in the aforementioned register will be considered a shareholder.
At the request of any shareholder, any transmission that is made will be entered in said book and, in the same way, each share will represent a vote with equal rights as well as that it will be indivisible.
Thus, if a share belongs to two or more people, it must be assigned to a common representative. The provisional certificates or definitive titles that represent the shares must meet all the requirements established in the general law of mercantile companies in its article one hundred and twenty-five, being able to acquire one or more shares which will be signed by the members of the board of directors and / or or by the administrator.
GENERAL MEETING OF SHAREHOLDERS
ELEVENTH.- The supreme body of the company is the General Assembly of Shareholders and represents all the shares.
TWELFTH.- Every assembly will be constituted in accordance with the general law of mercantile companies in its articles one hundred and eighty-three to one hundred and eighty-five.
THIRTEENTH.- The order of the day will contemplate the call and will be signed by whoever makes it as well as that one will be published in the official newspaper of the federation for one occasion as well as a newspaper with high circulation in the locality may be used in supplementary form, This must be done in advance, which will not be less than 5 days.
FOURTEENTH.- The decisions of the meeting will be fully valid without the need for publication when all of the shareholders are present.
FIFTEENTH.- Shareholders may designate a representative to vote on their behalf, (this must be appointed with a power of attorney before a notary public), and the shares must be previously protected in the company’s safe or in a banking institution. to the meeting.
SIXTEENTH.- The assemblies will be chaired by the Administrator, and when he is not present, by the president of the board of directors and in the fortuitous event that he does not appear, a debate president may be appointed who will designate the alternate secretary.
SEVENTEENTH.- The President will appoint one or more scrutinizers, preferably shareholders, to certify the number of shares represented.
EIGHTEENTH.- The Assemblies will be Ordinary and Extraordinary and both must meet at the registered office.
NINETEENTH.- The Ordinary General Assembly and Shareholders must meet at least once each year, within the four months following the close of the fiscal year.
TWENTIETH.- The ordinary meeting will be legally installed if fifty percent of the capital stock and its corresponding proprietary shareholders are present at the first call.
TWENTY-FIRST.- Shareholders holding positions or functions must abstain from voting as established by law.
TWENTY-SECOND.- The corresponding minutes will be settled by the secretary and the attendance list will be made, which will be signed by the assistants, the president and the secretary.
COMPANY ADMINISTRATION.
TWENTY-THIRD.- This work will be carried out by the administrator or by a board of directors of two or more members, who may not be shareholders and there will be no defined time for such function.
TWENTY-FOUR.- The administration will be carried out by the General Assembly of Shareholders, who will elect the officers by majority vote and appoint alternates.
The participation of the Foreign Investment in the administrative bodies of the company may not exceed its participation in the capital.
TWENTY-FIFTH.- The Sole Administrator or the Board of Directors, as the case may be, will be the ones who legally represent the company and their powers will be:
- With a general power of attorney, he may administer the assets and businesses of the company, always in accordance with what is established by the Civil Code for the Federal District.
- It will represent the company by means of a general power of attorney for lawsuits and collections, with all the general and special powers that it requires in accordance with the special clause and in accordance with the Law, without having limitations as established in articles two thousand five hundred and fifty-four First paragraph and two thousand five hundred and eighty seven of the Civil Code for the Federal District being empowered to promote the amparo trial, follow it in all its procedures as well as desist from it.
- It will represent the company in its acts of ownership as established in article two thousand five hundred and fifty-four of the Civil Code for the Federal District.
- Represent the company with general power for acts of labor administration, in the terms of articles eleven and six hundred and ninety-two of the Federal Labor Law, before the Local and Federal Conciliation and Arbitration Boards.
- Enter into agreements with the Federal Government in the terms of the first and fourth sections of article twenty-seven of the Constitution, its Organic Law and its Regulations.
- Formulate and present complaints, accusations or accusations and help together with the Public Ministry in criminal proceedings, being able to constitute society as a civil party in said processes and grant pardons when, in judgment, the case warrants it.
- Acquire shares in the capital of another company.
- Grant and sign credit titles in the name of the company.
- Open and cancel bank accounts in the name of the company, with the power to designate and authorize people to be in charge of them.
- Confer general or special powers with or without powers of substitution and revoke them.
- Appoint and remove the Managers, Suggestions, Attorneys, agents and employees of the company determining their powers, working conditions and renumbering.
- Celebrate individual and collective work contracts and intervene in the formation of Internal Work Regulations.
- Delegate their powers to one or more directors in certain cases, indicating their powers so that they can exercise them in the corresponding terms.
- Convene General Ordinary and Extraordinary Shareholders’ Meetings, execute their agreements, and in general carry out the acts and operations that are necessary or convenient for the purposes of the company, with the exception of those expressly reserved by the Law or by these Bylaws to the assembly.
TWENTY-SIX.- If the Assembly elects the Council, the following stipulations will be used:
-
- Minority shareholders representing at least twenty-five percent of the total capital will have the right to elect one of the Proprietary Directors, this appointment may only be annulled or revoked with the votes of the majority. This percentage will be ten percent when the shares of the company are registered in the Stock Market.
- The Board will meet in ordinary section at least once a year and in extraordinary session when summoned by the Chairman, the majority of the Directors or the Commissioner.
- The majority of the Directors will form a quorum for the meetings.
- Resolutions will be approved by majority vote and in the event of a tie, the President will have a casting vote.
- Minutes of each session will be drawn up and signed by the attending counselors.
TWENTY-SEVENTH.- The General Assembly of Shareholders, the Administrator or the Board of Directors, will appoint the Managers, will indicate the time that their powers and obligations must exercise their positions.
SURVEILLANCE OF THE COMPANY
TWENTY-EIGHTH.- The supervision of the Company will be in charge of one or more Commissioners, who may or may not be shareholders, will be elected by the General Assembly of Shareholders by a majority of votes and it may designate their alternates as well as that they will carry out their positions by indefinite time until those who replace him take office.
TWENTY-NINTH.- The fiscal years begin on the first of January and end on the thirty-first of December of each year, except for the first fiscal year that will begin with the activities of the company and will end on the thirty-first of December of the following year.
THIRTY.- In the first four months following the closing of the fiscal year, the Administrator or the Board of Directors, will make a balance with the supporting documents and will go to the Commissioner to issue an opinion within a period of ten days.
THIRTY-FIRST.- after the balance sheet is practiced, a call to a general shareholders’ meeting will be held and the corresponding balance will be at the mercy of the shareholders, this will be done fifteen days before the meeting is held, as established in the article one hundred and seventy-two of the general law of mercantile companies.
THIRTY-SECOND.- The distribution of profits will be carried out as follows:
- Five percent will be selected to form or reshape a reserve fund that will reach a fifth of the capital stock.
- The rest will be divided equally among the shareholders.
THIRTY-THIRD.- When there is a loss, they will be borne by the reserves and exhausted by shares in equal parts up to their nominal value
THIRTY-FOURTH.- The founders do not reserve additional participation to the profits.
DISSOLUTION AND LIQUIDATION
THIRTY-SIX.-. The company will be dissolved in the cases provided for by article two hundred and twenty-nine of the General Law of Commercial Companies.
THIRTY-SEVENTH.- The Assembly that agrees the dissolution will appoint one or more liquidators, will set their emoluments, powers, obligations and the liquidation term.
THIRTY-EIGHTH.- The liquidation will be subject to the bases established by article two hundred and forty-two of the General Law of Commercial Companies.
TRANSITIONAL CLAUSES
THIRTY-NINTH.-
FIRST.- It is stated by the grantors:
a) That the shareholders will subscribe in full the minimum capital stock on a fixed term with the following proportion:
- SHAREHOLDERS.- (NAME)
- SHARES.- (PERCENTAGE)
- VALUE.- (QUANTITY)
b) The shareholders pay the Capital Stock in cash, National Currency, and deposit them in the cash register of the Company; and consequently, THE SINGLE ADMINISTRATOR, grants them receipt.
SECOND.- The grantors constituted in the General Assembly of Shareholders, agree:
a) The Company will administer: ONE SINGLE ADINISTRATOR.
b) Elect SINGLE ADMINISTRATOR, Mr. Aquileo Medel Martínez.
c) Mrs. Antonia Cruz Méndez is elected COMMISSIONER.
d) The shareholders agree to grant GENERAL POWER OF ATTORNEY FOR LAWSUITS AND COLLECTIONS to Mr. José Medel Martínez.
e) They certify that the elected officials accept their positions, and protest their faithful performance.
GENERAL:
Traders declare to be:
Mr. Aquileo Medel Martínez, is Mexican by birth, originally from Mexico City Federal District, where he was born on October 31, 1973 (marital status) Married, occupation Entrepreneur of medical-surgical products, address (Av. Independencia # 4345 dep. 15 National Col, Cuauhtémoc Delegation Mexico DF).
Mr. Aquileo Medel Martínez, is Mexican by birth, originally from Mexico City Federal District, where he was born on August 16, 1970 (marital status) Married, occupation Entrepreneur of medical-surgical products, address (Calle Colón # 32 Col Nativitas, Cuauhtémoc Delegation Mexico DF).
Mrs. Antonia Cruz Méndez, is Mexican by birth, originally from Mexico City Federal District, where she was born on January 21, 1980 (marital status) Married, occupation Entrepreneur of medical-surgical products, address (Calle Águila Negra # 95 Col Serrano 1st Section, Cuauhtémoc Delegation Mexico DF).
Mr. John Smith Phipher, is Mexican by naturalization and nationalization, originally from Toronto Canada, where he was born on January 6, 1970 (marital status) Married, occupation Entrepreneur and medical engineer of medical-surgical products, address (Av. Central # 16 Col Superior, Miguel Hidalgo Delegation Mexico DF).
CERTIFICATIONS; I, THE NOTARY, CERTIFY:
I.- That the appearing parties show me the permission that the Ministry of Foreign Relations on September 18, 2012 for the Constitution of this company, to which number 1135, folio 001587 and file 005689 / 2012-66 corresponded, which I add to the appendix to this writing with the letter “A”, and I will attach the testimony that I issue.
II.- That what is related and inserted faithfully agrees with the originals that I have in view.
III.- Regarding the appearing parties:
a) .- That I know them and in my opinion they have legal capacity.
b) .- That I made you know the content of Article two thousand five hundred and fifty-four of the Civil Code of the Federal District, and its correlatives in the other Federal entities, which says:
“In all the general powers for LAWSUITS and COLLECTIONS, it will be enough to say that it is granted with all the general and special powers that require a special clause in accordance with the Law, so that they are understood to be conferred without any limitation.
In the general powers, for ACTS OF DOMAIN, it will be enough that they be given that character so that the attorney-in-fact has all the powers of owner, both in relation to the assets and to take all kinds of steps in order to defend them.
When they want to limit in the three aforementioned cases, the powers of the attorneys-in-fact, the limitations to the powers will be special.
Notaries will insert this Article in the testimonies of the powers that they grant ”.
c) .- that warned them that in accordance with Article TWENTY-SEVEN of the Federal Tax Code, within thirty days of its signature, they must register this company in the Federal Taxpayer Registry and justify it to the undersigned Notary Public of In another way, the complaint to which said precept refers will be made and
d) .- Having read them aloud and clearly, explaining their value, circumstances and corresponding values, as well as the one that they express their agreement, signs this on the 22nd of March 2013 proceeding to authorize it in a definitive way, in Mexico City Federal District on the date mentioned above.
Shareholder 1 Shareholder 2
Signature Signature
Shareholder 3 Shareholder 4
Signature Signature
Notary Witness
Signature Signature
Authorization stamps