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Model Articles of Association of A Share Company
Model Articles of Association of A Share Company
Model Articles of Association of A Share Company
ARTICLE 1
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
f) inspect and to copy the inventory, the balance sheet and the
auditors' report;
ARTICLE 2
TRANSFER OF SHARES
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ARTICLE 3
JOINT OWNERSHIP OF SHARES AND PLEDGE
ARTICLE 4
REGISTER OF SHAREHOLDERS
2. The General Manager shall, within 30 days of finding out that there
is an error, make corrections on the information stated in the
register.
ARTICLE 5
SHAREHOLDERS WITH UNPAID CAPITAL
2. The Company shall notify in writing a shareholder who has not paid
the subscribed capital of his share on time. If the shareholder does
not make all the payments due on him within _________ days from
the receipt of the notification, the Company may sell the share of
that shareholder with an auction.
ARTICLE 6
MEETINGS
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1. Unless the Board of Directors decides otherwise, the General
Meeting of Shareholders shall be held once in a year at the Head
office of the Company in the first month of the financial year. But
extraordinary meetings may be called at any time.
ARTICLE 7
CALLING MEETINGS
ARTICLE 8
SECRETARY
ARTICLE 9
ATTENDANCE ON MEETINGS AND MINUTES
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2. The Secretary shall reduce the discussion at the meeting to minutes
entered in a minute book and shall include the details stated under
Article 411 of the Commercial Code.
ARTICLE 10
PROXY
ARTICLE 11
AGENDA
ARTICLE 12
MAJORITY AND QUORUM IN ORDINARY GENERAL MEETINGS
2. When called for a second time, the meeting may be held and
discussions made without regard to the number of voting shares
represented.
ARTICLE 13
APPOINTMENT OF DIRECTORS
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2. When, during a financial year, one or more directors have left the
Board, the provisions of Article 351 of the Commercial Code shall
apply.
ARTICLE 14
POWERS AND DUTIES OF BOARD OF DIRECTORS
1. The Board of Directors shall have the powers and duties stated in
the Memorandum of Association, Articles of Association and the
Commercial Code.
ARTICLE 15
REGISTER OF DIRECTORS AND SHARES HELD BY DIRECTORS
1. The Company shall keep at its head office a register of its Directors
and managers with particulars as to their civil status, profession,
and any directorship held in other companies and where the
director is a company, the name of the company and the address of
the head office.
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2. The Company shall keep at its head office a register showing the
number and value of shares held by each director in the Company,
in subsidiary companies or in any holding company of which the
Company is a subsidiary.
ARTICLE 16
MEETINGS OF BOARD OF DIRECTORS
ARTICLE 17
LIABILITY OF DIRECTORS
3. Directors who are jointly and severally liable shall have a general
duty to act with due care in relation to the General Management.
4. Directors shall be jointly and severally liable when they fail to take
all steps within their power to prevent or to mitigate acts prejudicial
to the Company which is with in their knowledge.
ARTICLE 18
MANAGEMENT OF THE COMPANY
2. The General manager shall have the following powers and duties to
achieve the purpose and goals of the Company:
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d) open, manage and control branch offices of the
Company;
e) employ, promote, and manage employees of the
Company, decide on their salary and conditions of work,
and recommend nominees for the position of Assistant
General Managers for appointment by the Board;
f) take disciplinary measures on employees as per this
Articles of Association and the relevant labour laws of
the country;
g) approve expenditures of the Company based on the
decisions of the Board of Directors;
h) take other necessary actions related to the powers and
duties given above.
ARTICLE 19
AUDITORS
3. Where there are more than one auditors, they may exercise their
duties jointly or separately.
ARTICLE 20
LEGAL RESERVE OF THE COMPANY
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ARTICLE 21
ACCOUNT OF THE COMPANY
2. They shall draw up a balance sheet and a profit and loss account
and prepare report on the state of the Company’s activities and
affairs during the last financial year.
ARTICLE 22
FINANCIAL YEAR
3. The financial year of the Company starts at July 7(Hamle 1 E.C) and
ends at July 7 (Sene 30 E.C).
ARTICLE 23
DISTRIBUTION OF PROFIT AND LOSS
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a. A competent arbitration institute registered in Ethiopia
(like the Addis Ababa Chamber of Commerce and Sectoral
Associations Arbitration Institute, Ethiopian Conciliation
and Arbitration Center); and
b. An ad-hoc tribunal of arbitration to be set up by the
consent of the disputing parties.
3. Any arbitral award rendered pursuant to this Article shall be
binding on the parties to the dispute.
4. If the parties to the dispute choose to submit their case to an
ad-hoc tribunal as provided for in sub-article (2)(b) of this
Article, the tribunal shall be set up as follows:
a. The arbitration tribunal shall be set up from case to case,
each party appointing one member. These two members
shall then agree upon a neutral member as their
chairperson, to be appointed by the parties to the dispute.
The members shall be appointed within one month, and
the chairperson within two months, from the date either
party to the dispute, has advised the other party of its
wish to submit the dispute to an arbitration tribunal.
b. If within the periods specified in sub-article (4) (a) of this
Article the necessary appointments have not been made,
either party may, in the absence of any other agreement,
involve the head of one of the arbitration institute
registered in Ethiopia (like the Director of the Addis Ababa
Chamber of Commerce and Sectoral Associations
Arbitration Institute, Ethiopian Conciliation and Arbitration
Center) to make the necessary appointments.
c. Unless the parties to the dispute decide otherwise, the
Arbitral Tribunal shall lay down its own procedure.
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d. The arbitration tribunal shall reach its decision by a
majority of votes, the decision being binding on the
parties. Each party shall bear the cost of the member
appointed by the party as well as the costs for its
representation in the arbitration proceedings; the cost of
the chairperson as well as any other costs shall be born (in
equal parts by the two parties) or(by the party in whose
disfavor the award is made).
e. The arbitration shall be based on the provisions of the
Memorandum and Articles of Associations of the company
in which the parties are member and the relevant laws of
Ethiopia.
ARTICLE 25
DISSOLUTION OF THE COMPANY
ARTICLE 26
APPLICABLE LAW
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