Articles

General

Article of Association

An article of association is signed when two or more natural or legal persons commit to set out rules according to which their profit-making project must be run and administered. These rules may cover but not limited to the appointment of directors; issuing of new shares and, procedures relating to board meetings and shareholder discussions. Consequently, all the shareholders share all the losses and/or profits sustained by project.

An authorized lawyer is responsible for drafting customized contracts, which the related authorities subsequently reviews and approves during the establishment procedures. All companies types shall adhere to the rules set in the customized establishment contract except for limited liability companies, which can opt for either a standard or customized establishment contract.

Commercial representation offices, professional offices or establishments and sole proprietorship do not need to submit an article of association. Branches of the foreign companies that have signed contracts with the government do not require submitting an article of association but will need to submit a copy of the contract signed between both parties.

General Requirements

The article of association shall include the following:

Company name and headquarters.
Purpose for company establishment.
Founders’ names, nationalities, resident status and professions.
Company capital.

Requirements for Public/Private Shareholding Companies

Number of subscribed shares by each partner.
Company’s authorized capital (if any) , Company issued capital, number of shares, types, nominal values and paid amount for each share.
Duration of the company .
A statement and provider of each in kind share, relevant submission terms and consequent in-kind rights.
An approximate statement of expenses, wages and costs paid/committed to be paid by the company for its establishment.

Requirements for Limited Partnership/General Companies

Company’s branches (if any).
Date of birth and country of origin of each partner.
Company’s capital and the shares that each partner has committed to provide, whether in cash, in kind or as rights for third parties, the value of such shares, provision methods and due dates.
The date and duration of company’s incorporation.
The mechanisms of how the company is to be managed, and the names and powers of company’s authorized signatories.
The start and end dates of the company’s fiscal year.
The method for distributing profits and losses.
Names of the joint and silent partners.

Requirements for Limited Liability Companies

Company type.
Amount of capital, share of each partner, in-kind shares, their values and names of providers, (if any).
Names and nationalities of company’s managers, their status (whether partners or their names are mentioned in the incorporation document of the company).
Names of supervisory board members, (if any).
Duration of the company.
Distribution method of profits and losses.
Conditions governing assignment of shares.
Structure to be followed in sending notifications to the company’s partners.