Beruflich Dokumente
Kultur Dokumente
COMPANY
CONSTITUTION
TEACHER:
SEP-2019
We, DANIELA KATHERIN SANCHEZ GARCIA of legal age, domiciled in Guatire,
Venezuelan national, single and holder of identity card Number. V-20.822.652 and
GUILLERMO SANCHEZ ESPINOSA, of legal age, domiciled in Guatire, of
Colombian nationality, single and identity card holder Number. E-81.631.166, we
have agreed to constitute, as we do in effect through this document, a Public Limited
Company, whose Constitutive Act has been drafted with sufficient scope to serve at
the same time as Corporate Bylaws, consisting of the following clauses:
FIRST CHAPTER
NAME, ADDRESS, OBJECT AND DURATION
SECUND: The domicile of the Company will be set at the Buenaventura Country
Club Urbanization, 10/11 Street, House No. 163, Guatire, Zamora Municipality of
Miranda State, being able to establish agencies and / or branches anywhere in the
Republic or abroad, when the General Assembly of Shareholders so decides……..
THIRD: The Company will have the purpose of buying, selling, marketing,
preparation, manufacturing, industrialization, export and import, wholesale and retail
of all types of materials and articles related to the design and development of
advertising designs, textile, electronic and printed, in its various: web design, editorial
design, graphic design, textile design, packaging design, corporate identity design,
typographic design, multimedia design, illustration, 3D animation and photography,
as well as the purchase, sale, marketing, preparation, manufacturing,
industrialization, export and import, wholesale and retail of all types of food,
beverages, ice, confectionery, personal hygiene items, household and industrial
cleaning supplies, perishable and non-perishable, packaged, bottled, in its original
or detailed packaging and in general everything related to the Food Industry sector.
Likewise, you may enter into all types of contracts and legal and commercial acts in
order of the aforementioned activities or those related to they, are consequence or
complement of those. You can also expand the scope of your activities to other
branches that are related to your purpose principal; In addition to all lawful trade
activity related to the above, which is merely enunciative and not limiting…………...
FOURTH: The duration of the Company is fifty (50) years as of its registration in the
Mercantile Registry. The term may be extended or reduced, prior to the legal
formalities ……………………………………………………………………………………
SECOND CHAPTER
CAPITAL AND SHARES
FIFTH: The capital of the Company is the amount of SIX MILLION TWO HUNDRED
THOUSAND BOLÍVARES (Bs. 6,200,000.00), divided into One Hundred (100)
shares of Sixty Two Thousand Bolivars (Bs. 62,000.00) each, nominative, not
convertible to the bearer by decision of the General Assembly of Shareholders and
confer to their holders equal Rights and Obligations……………………………………
SIXTH: The share capital has been subscribed and paid in one hundred percent
(100%) by the shareholders, according to inventory and bank deposit annexes, as
follows: DANIELA KATHERIN SANCHEZ GARCIA subscribed and paid Sixty (60)
shares to Sixty-Two Thousand Bolívares (Bs. 62,000.00) each, for a total of Three
Million Seven Hundred Twenty Thousand Bolívares (Bs. 3,720,000.00) which
represent Sixty percent (60%) of the capital, and GUILLERMO SANCHEZ
ESPINOSA subscribed and paid Forty (40) shares to Sixty-Two Thousand Bolívares
(Bs. 62,000.00) each, for a total of Two Million Four Hundred Eighty Thousand
Bolívares (Bs. 2,480,000.00) which represent Forty percent (40%) of the Company's
capital, capital that has been paid according to attached inventory and bank deposit.
EIGTH: Shareholders have the Right of Preference to acquire the shares that one of
them wishes to dispose of and may exercise it within the term of forty (40) days after
the GENERAL ASSEMBLY OF SHAREHOLDERS is held, in whose minutes the
planned operation is participating, with the name of the eventual acquirer, the price
and method of payment, The Right of Preference and payment shall prevail in case
of encumbrance of shares and also in case of judicial auction. The participation of
these actions to the GENERAL ASSEMBLY OF SHAREHOLDERS, will make it
possible to exercise this Right of Preference, except in cases where shareholders
expressly waive this right, in advance, in writing and for each particular case………
THIRHD CHAPTER
TENTH: The President and the Vice President, acting jointly or separately, they have
the broadest powers for the administration and disposition of the Company's assets
and social rights, representing it legally before the Public, Private and third parties,
especially citing among its powers and obligations the following: a) Convene the
General Meetings of shareholders, whether ordinary or extraordinary; Preside over
the meetings. b) Exercise the legal representation of the company; c) Celebrate all
kinds of contracts related to the corporate purpose, sell, swap, encumber, mortgage,
lease for more than two (02) years, give in anticresis, receive amounts of money
owed to the company and, in general, sign any other act or contract even if it involves
compromising the assets of the company, but not all of its assets, in which case it
will need the authorization of the general meeting of shareholders;
d) Open and mobilize checking or other accounts in banks or financial institutes;
delegate such powers to others; e) Issue, accept, discount, endorse, guarantee bills
of exchange or promissory notes; f) Appoint general or special attorneys,
giving them the power to consider themselves cited or notified, withdraw, agree,
compromise, compromise, dispose of the litigious thing, make auction positions,
receive amounts of money and any other power they deem necessary or convenient
to defend the rights and interests of society; g) Hire and fire workers, fixing their
salary and powers; h) Perform daily business management. And in general to
comply and enforce all acts convenient for the purposes of administration, since the
above enumeration is not limiting…………………………………………………………
ELEVENTH: The members of the Board of Directors will deposit five (5) shares in
the Company's social fund, in order to comply with the provisions of article 244 of
the current Commercial Code……………………………………………………………..
TWELVETH: The members of the Board of Directors of the Company are expressly
prohibited, grant bonds or guarantees to third parties, except when this refers to a
common good of the Company……………………………………………………………
EIGTHTEENTH: The company's first fiscal year begins on the date of its registration
in the Mercantile Registry and ends on the thirty-first (31) of December of that same
year, except for the other exercises that will begin on the first (1) of January of each
year and end on the thirty-first (31) of December of that same year and so on; on
this date the accounts will be cut and the Balance Sheet will be presented, whose
training will follow the relevant provisions of the Commercial Code, demonstrating
the benefits obtained, profit and loss, and setting the Social Collection.
Five percent (5%) of the net profits of each period will be set aside to constitute the
Legal Reserve Fund, until this reaches ten percent (10%) of the Share Capital,
In addition, all sections ordered by the GENERAL SHAREHOLDERS ASSEMBLY
will be made, indicating the Guarantee Fund, the payment method and the
shareholders the benefits obtained……………………………………………………….
CHAPTER FIFTH
OF THE DIRECTIVES
TWENTY: They were named in this act as PRESIDENT: DANIELA KATHERIN
SANCHEZ GARCIA holder of identity card Number V-20.822.652 and VICE-
PRESIDENT: GUILLERMO SANCHEZ ESPINOSA holder of identity card Number.
E-81.631.166. The ARNAREY ORLANDO SARMIENTO DIAZ was appointed
commissioner, Venezuelan, of legal age, holder of identity card Number V-
19.023.391, attached to the Association of Public Accountants of Venezuela under
No. 117,190 for a period of twenty (20) years………........................................