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1、XXX CONSTRUCTION MANAGEMENT SOLUTIONS PRIVATE LIMITED COMPANYXXX CONSTRUCTION MANAGEMENT SOLUTIONS PRIVATE LIMITED COMPANYMEMORANDUM OF ASSOCIATIONMEMORANDUM OF ASSOCIATIONWHEREAS,the undersigned,whose names,nationalities and addresses appear on thisMemorandum of Association are desirous of forming
2、XXX Construction Management SolutionsPrivate Limited Company.WHEREAS,the law requires the Company to be formed by the Memorandum of Association andgoverned by the Articles of Association:NOW THEREFORE,in accordance with the provisions of the commercial Code of(Name of theCountry)0,this Memorandum of
3、 Association and the Articles of Association hereto annexed,themembers have agreed as follows;ARTICLE 1ARTICLE 1MEMBERS OF THE COMPANYMEMBERS OF THE COMPANYThe names,addresses and nationalities of the member of the company are as follows:1234NAMENAMENATIONALITYNATIONALITYADDRESSADDRESSARTICLE 2ARTIC
4、LE 2NAME OF THE COMPANYNAME OF THE COMPANYThe name of the company is“XXX“XXX ConstructionConstruction ManagementManagement SolutionsSolutions PrivatePrivate LimitedLimitedCompany”.Company”.ARTICLE 3ARTICLE 3HEAD OFFICEHEAD OFFICE1.The head office of the Company is in（Address）.2.The Company may estab
5、lish branch offices elsewhere in（Country）and/or abroad.ARTICLE 4ARTICLE 4BUSINESS PURPOSE OF THE COMPANYBUSINESS PURPOSE OF THE COMPANYThe business purposes are the following:-a)Tob)Toc)To engage and carry out other activities related to its purposes.ARTICLE 5ARTICLE 5CAPITALCAPITAL1.The authorized
6、capital of the Company is USD 15,000.00(fifteen thousand USD).The capitalis paid up in cash and it is divided into 15 shares with per value of USD 1,000.2.The authorized capital of the Company by the members is as indicated in the followingtable.No.No.NameNameNo.No.ofofPar valuePar valuesharesshares
7、Total valueTotal value12345.253.753310001000100010005250375030003000ARTICLE 6ARTICLE 6LIABILITY OF MEMBERSLIABILITY OF MEMBERSMembers shall be liable only to the extent of their shareholdings.ARTICLE 7ARTICLE 7OFFICERS OF THE COMPANYOFFICERS OF THE COMPANY1.The Company is administered by a General M
8、anager and a Deputy General Manager.2.Mr.XXXX has been appointed as the General Manager.ARTICLE 8ARTICLE 8POWER OF THE GENERAL MEETING OF MEMBERSPOWER OF THE GENERAL MEETING OF MEMBERSThe power of the General Meeting of members is those enumerated under the Article ofAssociation of the Company and t
9、hose provided by the commercial Code of Ethiopia.ARTICLE 9ARTICLE 9POWERS AND DUTIES OF THE GENERAL MANAGERPOWERS AND DUTIES OF THE GENERAL MANAGER1.The General Manager shall be responsible for the proper administration and carrying out ofthe objectives and business purposes of the Company.2.In cari
10、ng out his responsibility,the General Manager shall have full powers within the limitsof the objectives of the Company.3.Without limiting the generality of the foregoing and in addition to any responsibility he mayhave by law,or by the Article of Association,the General Manager shall be responsible
11、to:a)hire,transfer and dismiss employees of the Companyb)borrow money with or without pledging the Companys property upon prior approval of themembers of the Company;c)Open a Bank Account in the name of the Company in any Bank or Banks;d)Deposit money and Company funds therein and withdraw the same;
12、e)Affix the Companys signature to all documents,deeds,receipts,cheques,drafts,contracts,agreements,orders,indentures,transfers assignments,and generally all negotiable instrumentsrelating to the business of the Company;f)Conclude contracts,demand and enforce performance of same;g)Settle claims of th
13、e Company and to appoint counsel for the purpose of conducting suchproceedings;h)Keep regular records of the management of the Company;i)To keep account and books of the Company;j)Submit an annual report of the Companys operations including financial statement to themembers;k)Convene a meeting of me
14、mbers in accordance with Article 9 of the Articles of theAssociation;l)Convene a meeting of members forthwith where three quarters of the capital of theCompany is lost;m)Set up reserve funds required by law or decide upon by the members;andn)Apply to courts where the company stops payments with a vi
15、ew to composition withcreditors or winding upo)Represent the Company before third parties.4.The General Manager is empowered to delegate temporarily some of or all the powersenumerated under sub-article(3)above to the Deputy General Manager.5.The General Manager shall not sell or pledge immovable pr
16、operty of the Company nor mayhe shall,hire pledge the business without the specific authorization by the decision of themembers.ARTICLE 10ARTICLE 10POWERS AND DUTIES OF THE DEPUTY GENERAL MANAGERPOWERS AND DUTIES OF THE DEPUTY GENERAL MANAGERThe Deputy General Manager shall act in the absence of the
17、 General Manager.He shall also havethe power and duties delegated to him by the General Manager.ARTICLE 11ARTICLE 11DISBURSEMENT OF PROFITS AND LOSSDISBURSEMENT OF PROFITS AND LOSSThe net profit of the Company shall be distributed to the members in proportion to theirshareholding in the Company.Acco
18、rdingly,if there is a loss,it shall be distributed between theshareholders in the same proportion.ARTICLE 12ARTICLE 12AUDITORS OF THE COMPANYAUDITORS OF THE COMPANYThere shall be one or more auditors who shall be appointed by the General Meeting of themembers.ARTICLE 13ARTICLE 13DURATIONDURATIONThe Company is established for an indefinite period of time.IN WITNESS thereof,the members of the company have affixed their respective signatures heretoon this _ day of _ 2010.Name Signature Name Signature1._2._3._