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1、NAMENATIONALITYADDRESS1234XXX CONSTRUCTION MANAGEMENT SOLUTIONS PRIVATE LIMITED COMPANY MEMORANDUM OF ASSOCIATIONWHEREAS, the undersigned, whose names, nationalities and addresses appear on this Memorandum of Association are desirous of forming XXX Construction Management Solutions Private Limited C
2、ompany.WHEREAS, the law requires the Company to be formed by the Memorandum of Association and governed by the Articles of Association:NOW THEREFORE, in accordance with the provisions of the commercial Code of (Name of the Country)0, this Memorandum of Association and the Articles of Association her
3、eto annexed, the members have agreed as follows;ARTICLE 1MEMBERS OF THE COMPANYThe names, addresses and nationalities of the member of the company are as follows:ARTICLE 2NAME OF THE COMPANYThenameofthecompany is “XXXConstruction Management Solutions Private LimitedCompany”.ARTICLE 3 HEAD OFFICE1. T
4、he head office of the Company is in （Address）.2. The Company may establish branch offices elsewhere in （Country） and/or abroad.ARTICLE 4BUSINESS PURPOSE OF THE COMPANYThe business purposes are the following:-a) Tob) Toc) To engage and carry out other activities related to its purposes.ARTICLE 5 CAPI
5、TAL1. The authorized capital of the Company is USD 15,000.00 (fifteen thousand USD). The capital is paid up in cash and it is divided into 15 shares with per value of USD 1,000.No.NameNo.sharesofPar valueTotal value2. The authorized capital of the Company by the members is as indicated in the follow
6、ing table.15.251000525023.751000375033100030004310003000ARTICLE 6 LIABILITY OF MEMBERSMembers shall be liable only to the extent of their shareholdings.ARTICLE 7 OFFICERS OF THE COMPANY1. The Company is administered by a General Manager and a Deputy General Manager.2. Mr. XXXX has been appointed as
7、the General Manager.ARTICLE 8POWER OF THE GENERAL MEETING OF MEMBERSThe power of the General Meeting of members is those enumerated under the Article of Association of the Company and those provided by the commercial Code of Ethiopia.ARTICLE 9POWERS AND DUTIES OF THE GENERAL MANAGER1. The General Ma
8、nager shall be responsible for the proper administration and carrying out of the objectives and business purposes of the Company.2. In caring out his responsibility, the General Manager shall have full powers within the limits of the objectives of the Company.3. Without limiting the generality of th
9、e foregoing and in addition to any responsibility he may have by law, or by the Article of Association, the General Manager shall be responsible to:a) hire, transfer and dismiss employees of the Companyb) borrow money with or without pledging the Companys property upon prior approval of themembers o
10、f 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;e) Affix the Companys signature to all documents, deeds, receipts, cheques, drafts, contracts, agreements, orders, indentures, transfers assignments,
11、and generally all negotiable instruments relating to the business of the Company;f) Conclude contracts, demand and enforce performance of same;g) Settle claims of the Company and to appoint counsel for the purpose of conducting such proceedings;h) Keep regular records of the management of the Compan
12、y;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 members in accordance with Article 9 of the Articles of the Association;l) Convene a meeting of members forthwith where three quarte
13、rs of the capital of the Company 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 view to composition with creditors or winding upo) Represent the Company before third parties.4. The General Manager is empowe
14、red to delegate temporarily some of or all the powers enumerated under sub-article (3) above to the Deputy General Manager.5. The General Manager shall not sell or pledge immovable property of the Company nor may he shall, hire pledge the business without the specific authorization by the decision o
15、f the members.ARTICLE 10POWERS AND DUTIES OF THE DEPUTY GENERAL MANAGERThe Deputy General Manager shall act in the absence of the General Manager. He shall also have the power and duties delegated to him by the General Manager.ARTICLE 11DISBURSEMENT OF PROFITS AND LOSSThe net profit of the Company s
16、hall be distributed to the members in proportion to their shareholding in the Company. Accordingly, if there is a loss, it shall be distributed between the shareholders in the same proportion.ARTICLE 12AUDITORS OF THE COMPANYThere shall be one or more auditors who shall be appointed by the General Meeting of the members.ARTICLE 13 DURATIONThe Company is established for an indefinite period of time.IN WITNESS thereof, the members of the company have affixed their respective signatures hereto on thisday of2010.NameSignature1.2.3.