BASIC TEMPLATE OF ARTICLES OF ASSOCIATION

BASIC TEMPLATE OF ARTICLES OF ASSOCIATION

CONTRACT OF CONSTITUTION OF

CONTRACT OF CONSTITUTION OF: _____________________

1. (full name), nationality, place of birth, marital status, property regime, date of birth, profession, document number, where it was issued (valid documents such as identity: identity card, certificate of reservist, professional identity card, work card and National Driver's License, National Driver's License - model based on the Law no.

2. (full name) ............................................. .. ..... constitute a limited liability company, subject to the following clauses:

1ª The company will operate under the corporate name ................................... and will have its headquarters and domicile at (full address : type , and street name, number, complement, neighborhood/district, municipality)

2ª The share capital will be ..................................... (................. . .................................. (divided into ............ shares of par value ...... ( . ........... ), paid in, in this act, in the currency of the country, by the partners:

(full name).................number of shares............................

(full name).................number of shares............................

3ª The object will be .............................................. .......

4ªThe company will start its activities in.........................and its duration is indefinite.

5ª The shares are indivisible and cannot be assigned or transferred to third parties without the consent of the other partner, who is assured, under equal conditions and price, the preemptive right for their acquisition if offered for sale, formalizing, if carried out, their attribution. , the relevant contractual amendment.

6ª The liability of each partner is limited to the value of their shares, but all are jointly and severally liable for the payment of the share capital.

7ª The management of the company will be ..................................................... . ......... with the powers and attributions of .................................. ...... ......The use of the corporate name is authorized, however, prohibited in activities outside the corporate interest or to assume obligations in favor of any of the quotaholders or third parties, as well as encumber or dispose of the assets company's properties, without the authorization of the other partner.

8ª At the end of each fiscal year, on December 31, the administrator will provide reasoned accounts of his administration, proceeding with the preparation of the inventory, the balance sheet and the balance of economic results, with the shareholders, in proportion to their participation, the profits or calculated losses.9ª In the four months following the end of the fiscal year, the partners will deliberate on the accounts and appoint administrator(s) when applicable.

10 The company may, at any time, open or close a branch or other dependency, by means of a contractual amendment signed by all the partners.

11 The partners may, by mutual agreement, set a monthly withdrawal, as a "pro labore", subject to the relevant regulatory provisions.

12 Upon the death or interdiction of any partner, the company will continue its activities with the heirs, successors and the incapable. If it is not possible or if there is no interest of these or of the remaining partner(s), the value of their assets will be calculated and settled based on the equity situation of the company, at the date of resolution, verified in a specially prepared balance sheet.

Sole paragraph - The same procedure will be adopted in other cases in which the company resolves in relation to its partner.

13 The Administrator(s) declare(s), under the penalties of the law, that they are not prevented from exercising the management of the company, by special law, or due to criminal conviction, or because they are( in) under its effects, the penalty that prevents, even temporarily, access to public office; or for bankruptcy, malfeasance, bribery or bribery, concussion, embezzlement, or against the popular economy, against the national financial system, against competition defense rules, against consumer relations, public faith, or property.

Insert desired optional clauses.

14 The forum of .......... is elected for the exercise and fulfillment of the rights and obligations resulting from this contract.

And in witness whereof they sign this instrument in _______ .

_____________, ___ __

DATE

aa) _________________________

aa) ______________________

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