开管理咨询公司的英文合伙协议模板(MOA)

1、XXX CONSTRUCTION MANAGEMENT SOLUTIONS PRIVATE LIMITED COMPANYMEMORANDUM OF ASSOCIATIONWHEREAS, the undersigned, whose names, nationalities and addresses appear on this Memora ndum of Associati on aredesirous of formi ng XXX Con struct ion Man ageme nt Soluti ons Private Limited Compa ny.WHEREAS, the

2、 law requires the Compa ny to be formed by the Memora ndum of Associati on and gover ned by the Articlesof Associati on:NOW THEREFOREjn accordanee with the provisions of the commercial Code of (Name of the Cou ntry)O, this Memorandum of Associati on and the Articles of Associatio n hereto ann exed,

3、the members have agreed as follows;ARTICLE 1MEMBERS OF THE COMPANYThe n ames, addresses and n ati on alities of the member of the compa ny are as follows:NAMENATIONALITYADDRESS1234ARTICLE 2NAME OF THE COMPANYThe name of the company is“XXXConstruction Management SolutionsPrivate Limited Company.ARTIC

4、LE 3HEAD OFFICE1.The head office of the Company is in(Address).2.The Compa ny may establish branch offices elsewhere in(Country)an d/or abroad.ARTICLE 4BUSINESS PURPOSE OF THE COMPANYThe bus in ess purposes are the follow in g:-a)Tob)Toc)To en gage and carry out other activities related to its purpo

5、ses.ARTICIE 5CAPITAI1.The authorized capital of the Company is USD 15,000.00 (fifteen thousand USD). The capital is paid up in cash and it isdivided 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 following table.No.NameNo.ofsh

6、aresPar valueTotal value15.251000525023.751000375033100030004310003000ARTICLE 6LIABILITY OF MEMBERSMembers shall be liable only to the exte nt of their shareholdi ngs.ARTICLE 7OFFICERS OF THE COMPANY1.The Compa ny is adm ini stered by a Gen eral Man ager and a Deputy Gen eral Man ager.2.Mr. XXXX has

7、 been appoi nted as the Ge neral Ma nager.ARTICLE 8POWER OF THE GENERAL MEETING OF MEMBERSThe power of the General Meeting of members is those enumerated under the Article of Associati on of the Compa ny andthose provided by the commercial Code of Ethiopia.ARTICLE 9POWERS AND DUTIES OF THE GENERAL M

8、ANAGER1.The Gen eral Man ager shall be resp on sible for the proper adm ini strati on and carry ing out ofthe objectives and bus in ess purposes of the Compa ny.2.In cari ng out his resp on sibility, the Gen eral Man ager shall have full powers with in the limitsof the objectives of the Compa ny.3.W

9、ithout 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 to:a)hire, tran sfer and dismiss employees of the Compa nyb)borrow money with or without pledging the Company s property

10、 upon prior approval of themembers of the Compa ny;c)Open a Bank Acco unt in the n ame of the Compa ny in any Bank or Ban ks;d)Deposit money and Compa ny funds there in and withdraw the same;e)Affix the Compa ny s sig nature to all docume nts, deeds, receipts, cheques, drafts, con tracts, agreeme nt

11、s, orders,inden tures, tran sfers assig nmen ts, and gen erally all n egotiable in strume ntsrelat ing to the bus in ess of the Compa ny;f)Con clude con tracts, dema nd and en force performa nee of same;g)Settle claims of the Compa ny and to appo int coun sel for the purpose of con duct ing suchproc

12、eedi ngs;h)Keep regular records of the man ageme nt of the Compa ny;i)To keep acco unt and books of the Compa ny;j)Submit an annual report of the Companys operations including financial statement to themembers;k)Convene a meeting of members in accordanee with Article 9 of the Articles of the Associa

13、ti on;l)Convene a meeting of members forthwith where three quarters of the capital of the Compa ny is lost;3.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)Represe nt

14、 the Compa ny before third parties.4.The General Manager is empowered to delegate temporarily some of or all the powers enu merated un der sub-article(3) above to the Deputy Gen eral Man ager.5.The Gen eral Man ager shall not sell or pledge immovable property of the Compa ny nor mayhe shall, hire pl

15、edge the bus in ess without the specific authorizati on by the decisi on of the members.ARTICLE 10POWERS AND DUTIES OF THE DEPUTY GENERAL MANAGERThe Deputy Gen eral Man ager shall act in the abse nee of the Gen eral Man ager. He shall also have the power and dutiesdelegated to him by the Gen eral Ma

16、n ager.ARTICLE 11DISBURSEMENT OF PROFITS AND LOSSThe net profit of the Company shall be distributed to the members in proportion to their sharehold ing in the Compa ny. Accordin gly, if there is a loss, it shall be distributed betwee n the shareholders in the same proporti on.ARTICLE 12AUDITORS OF THE COMPANYThere shall be one or more auditors who shall be appo in