a)
Form
The articles of association must be in writing and the signatures of all founders must be notarized.
b)
Content
The following points must be stated in the articles of association:
- Trade name and location of the headquarters,
- Scope of activity,
- Nominal value of capital, number of capital shares, their nominal values, privileged shares (if any) groups of capital shares,
- Names, surnames, titles and nationalities of the managers,
- Form of announcements to be made by the partnership.
The following points could be binding in cases where they are included in articles of association:
- Regulations departing from the statutory provisions with respect to the restriction of capital shares transfer,
- Providing the partners or the company the right of being the first to be offered (a) subscription, (b) first refusal, (c) redemption and (d) acquisition with respect to the capital shares,
- Imposing additional payment and secondary performance obligations and their forms and scopes,
- Provisions granting veto rights to partners or superior voting rights to certain partners in the case of a tie vote in voting on a general assembly resolution,
- Penalty provisions that may be applied when obligations as stated the in the articles of association or in law are not complied with,
- Provisions with respect to non-compete obligation departing from the statutory regulations,
- Provisions granting privileged rights to call and convene general assembly,
- Provisions departing from the statutory regulation with respect to making decisions at general assembly, voting right and calculation of voting right,
- Provisions regarding authorization for delegation of the company management to a third party,
- Provisions departing from the law with respect to using balance sheet profit,
- Recognition of withdrawal of rights and the conditions of using these rights, the type and the amount of cash payment in the case of the withdrawal,
- Provisions showing particular reasons regarding dismissal of a partner,
- Provisions regarding termination reasons apart from those as set out in law.
The articles of association may depart from the provisions of the new TCC with respect to LLC provided that it is explicitly permitted by law.
Provisions regarding joint stock companies are applied to capital in kind, acquisition of enterprises and of non-monetary assets, and special benefits.
