ARTICLES OF INCORPORATION OF A COMPANY (SAMPLE MODEL) - DUDAS - 2024

The charter of a company is the formal document that defines the existence of the company. In addition, this document regulates the structure and control of the entity and its members. The precise form of the constituent documents depends on the type of entity.

The charter can confer immensely great powers on a minority partner, and in the case of decision-making, it can become an obstacle through the way in which the necessary majority is defined. A company has wide discretion as to what it can include in its constitution.

Example of articles of incorporation

A charter may contain matters that the law provides for inclusion, or any other matter that the company wishes to include.

However, in the interests of the company and those who participate in it, it is recommended that the articles of incorporation address the rights, powers and obligations of all the people involved in the company.

Model of a company charter

We, ______________, of nationality __________, of legal age, of this address and holder of identity card N ° ________, and ____________, of nationality ____________, of legal age, of this address and holder of identity card N ° ________ We hereby declare that we have resolved to establish, as we do in this act, a Public Limited Company aligned with the clauses contained in this document, which in turn will serve as the Articles of Incorporation and Bylaws.

NAME, ADDRESS, DURATION AND PURPOSE

CLAUSE ONE: The company will be called _______________, and the main address of the company is ________________________________; but it may establish branches, agencies, representations or offices in any other place of _________________________, or abroad.

SECOND CLAUSE : The company will last ___________ years, counted from the registration of this Articles of Incorporation and Bylaws in the corresponding Commercial Registry. The Shareholders' Meeting may agree to extend or abbreviate the duration of the Company, prior to compliance with the respective legal formalities.

THIRD CLAUSE : The purpose of the company is to provide services of all kinds, especially _______________________________________________________________________________________________________________, and any other act of lawful commerce, related or not and not limiting the commercial interests of the company. The company may carry out all acts, procedures and negotiations related to its corporate purpose, acting on its own behalf or as an agent, factor or contractor of third parties. In general, the company may carry out any activity of lawful trade, since the previous list is illustrative and not exhaustive.

OF CAPITAL AND SHARES

FOURTH CLAUSE: The capital of the company is the amount of ________________, divided into ____________ shares with a par value of ___________ each, which has been fully subscribed and fully paid, as recorded in a bank deposit, which is attached to this document. In accordance with the contribution made by each shareholder, ________________ has subscribed the number of ____________ shares and has paid the amount of _____________________, and _______________ has subscribed the number of _________ shares and has paid the amount of _____________. The shares are registered and cannot be converted to bearer. The capital stock may be increased or reduced as the circumstances require and in accordance with the provisions of the current Commercial Code.

FIFTH CLAUSE: The shares are indivisible with respect to the company, which will only recognize one owner for each of these; Likewise, they confer equal rights on their owners and each of these will represent one (1) vote at the general shareholders' meeting.

OF THE ADMINISTRATION AND THE MANAGEMENT

SIXTH CLAUSE : The administration and direction of the company will be in charge of a Board of Directors, composed of a president and a vice president, who may or may not be shareholders, who will last __________ in their functions and may be re-elected.

SEVENTH CLAUSE : The members of the Board of Directors, before beginning in the exercise of their functions, must deposit in the social box ________ shares of the company. If any member is not a shareholder, the aforementioned deposit will be made by him or her by another shareholder of the company.

EIGHTH CLAUSE : The president and vice president, acting JOINTLY OR SEPARATELY, verified through the respective subscription or signature, may bind the company in all cases and will have broad powers of administration and direction of the company. Consequently, they may ______________________________________________________________________________________________________________________________, and in the understanding of the powers conferred here they are only for illustrative purposes and not limited or exhaustive.

CLAUSE NINTH : The company's fiscal year will begin on ________________ and will end on ___________________ of each year, except the first fiscal year, which will begin from the date of registration of this present document and will end on __________________.

OF THE ASSEMBLIES

TENTH CLAUSE : The government and the Supreme Management of the Company corresponds to the legally constituted Shareholders' Meeting, whose decisions, agreements and resolutions within the powers indicated by the laws and statutory articles of incorporation are mandatory for all shareholders, as long as The _________________ of the capital stock are represented therein. The ordinary and extraordinary general assemblies must be chaired by the president of the Board of Directors.

ELEVENTH CLAUSE : The general shareholders' meetings will be held prior call, made by the president of the company, or whoever exercises his functions, by means of a letter addressed personally to all shareholders at least ____________ days prior to the date of the meeting of the meeting, without the requirement of the previous call, if the __________ of the capital stock were represented.

TWELFTH CLAUSE : The ordinary general assembly will meet once a year within the first __________ continuous days after the end of each fiscal year and at the company's legal address, for the purpose of:

A) Know, approve or disapprove the report that the president will present annually together with the General Balance of Profits and Losses of the company, in view of the report of the commissioner.

B) Decide on the distribution of the benefits obtained during the company's financial year.

C) Adopt the decisions that have been reserved for it by law or by this document. Extraordinary assemblies will be held whenever required by the Board of Directors, prior written call.

OF THE FINANCIAL YEAR, RESERVE AND EARNINGS

THIRTEENTH CLAUSE : Every member has the right to personally obtain information on the Balance Sheet and the Statement of Profits and Losses in accordance with the current Commercial Code. If the liquidation yields profits, the _______________ will be set aside to constitute the legal reserve fund until reaching the _________________ of the capital stock. The surplus will be made available to the general shareholders' meeting to decide its destination or way of distributing it, if applicable.

FOURTEENTH CLAUSE : The company will have a commissioner who will be appointed by the general shareholders' meeting. It will last ________ in the exercise of its position and will have the functions that are indicated in the commercial code.

TRANSITORY DISPOSITIONS

FIFTEENTH CLAUSE : ____________________, vice president _____________________, these two fully identified above, and as commissioner __________________________, practicing public accountant, holder of identity card No. _____________ and duly registered in the College of Public Accountants of the state of Aragua under the No. __________. The citizen________________, Venezuelan, with identity card No._____________ and this address, is widely authorized to comply with the registration and publication formalities of the company.

Anything not provided for in this document will be governed by the provisions of the Commercial Code and other special laws concerning the matter. In ___________ to the date of its presentation.

References

1. Wikipedia, the free encyclopedia (2078). Constitutional documents. Taken from: en.wikipedia.org.
2. HowToLaw (2018). How to draft a company constitution. Taken from: howtolaw.co.
3. Johnny Torres (2017). Constitutive Act of Company (Model). Legal studies. Taken from: Estudios-juridicos.blogspot.com.
4. Mack Barboza (2017). MODEL CONSTITUTIVE ACT AND BYLAWS OF A COMPANY SRL Models of legal documents. Taken from: mackbarboza.com.
5. Undertake SMEs (2018). Format of the articles of incorporation. Taken from: emprendepyme.net.