Example of a Public Limited Company Agreement

A corporation contract, is a contract in which the parties agree to invest or make use of their capital through shares. These shares are the only way to invest capital and are kept separate from the assets of associates and investors.

The parts of this type of contract may be of national origin and dividends are distributed by proportion.

Example of a Public Limited Company Agreement:

PUBLIC LIMITED COMPANY CONTRACT

In Mexico City D.F. on July 13, 2012, The notary public attached to the 356 public notary of Mexico City, Lic. Héctor Oviedo Espinosa, who states that a contract is made under the name of "REFRIGERADORES INDUSTRIALES MONTES S.A., ”Carried out by: Martín Phipher Souza, Augusto Torres Méndez, Angelina Flores Herrera and Josefina López Pain; who will conform to the following antecedents and clauses.

BACKGROUND:

FIRST.- The parties that make up this contract will comply with Mexican law and for which a document is presented and attached as follows:

The secretary of foreign relations confirms that Mr. Martín Phipher Souza has become a Mexican national, having all the rights that as a national they correspond, being only excluded from all those that the Constitution and the laws that emanate from it indicate clearly.

SECOND.- It is identified and ratified that the document presented by Mr. Martín Phipher Souza, clarifies that he is fully entitled to enter into this contract.

CLAUSES:

First.- This new company will be called, "REFRIGERADORES INDUSTRIALES MONTES", to which will be added the concept of Sociedad Anónima or its abbreviated acronym S.A.

Second.- The duration of this contract will be 20 years, which may be repeated by prior agreement between the parties.

Third.- The domicile of the company in which it falls to said social network, that of Av. Unión, number 563, col. Pavón, Benito Juárez Delegation, México D.F., without prejudice to establishing offices or branches, in any other place in the Republic or abroad, without it being understood that said address.

Bedroom.- The object of the formation of this company is the creation and repair of cold stores for the preservation of food, in any of its presentations, types and forms. To achieve the stated objective, they may acquire and dispose of real estate, with prior authorization from the council formed with the shareholders.

Fifth.- The nationality of the parts of the company will be Mexican, and all those procedures or actions that are carried out by a fraction or non-national entity, they will be worthless and will be considered worthless in any sense.

Sixth.- The capital available to said company will be $ 2,690,000.00 (Two million, six hundred and ninety thousand pesos), which will be registered and will keep the corresponding accounting in an orderly manner and in accordance with Mexican laws, remaining outside any legislative action foreign.

Seventh.- Any capital increase or reduction will be carried out within a shareholders' meeting, making it clear that it will never be for an amount less than $ 2,000,000.00 pesos.

Eighth.- The shares will give equal rights to all shareholders, with one vote corresponding to each shareholder, making it clear that a vote will not be given. vote for each share but for each shareholder regardless of how many shares they have, and they will conform to the general law of Commercial Companies, that will also govern them in the dividend of the shares, which will be adjusted to the amount and types of shares belonging to each shareholder.

Ninth.- The titles of shares or certificates will be issued by the general administrator, or a board of directors, which will be in charge of stating the value and quantity thereof. In case of loss, destruction or misplacement of the aforementioned titles, the administrator or the council may, After carrying out tests and making use of the guarantees they deem prudent, order the issuance of a new qualification.

Tenth.- Within the association, the highest authority will be the general assembly of shareholders, and its decisions will affect each and every one of the members or parts of said association.

Eleventh.-  There will be extraordinary assemblies, which will be in charge of resolving matters of first priority and that are close to the related to Article 182 of the General Law of Mercantile Societies, and ordinary assemblies, which will be in charge of all those matters of order common. The two types of assemblies may be held at any time.

Twelfth.- The annual ordinary meeting will be held before the conclusion of each fiscal year, and will be in charge of the following matters:

a) Session on the balance sheet, and make decisions, according to the information provided by the commissioners.
b) Make the appointments of administrators, representatives and commissioners.
c) The distribution of profits.

Thirteenth.- The commissioners, administrators or shareholders who have at least thirty-one Five percent of the shares will have the right to request the realization, in writing and in accordance with the law correspondent.

The call will contain the Order of the Day that will be published only once in the company gazette and will be part to the corresponding authority, this in advance of five days minimum and will be signed by the person make.

Fourteenth. no publication will be required:

a) When the meeting is a continuation of another and what is discussed in it is ratified in the previous meeting or is a logical continuation.

b) When the voting of all the shareholders is presented at said meeting, and the signature of all the concurrent or shareholders is made.

Fifteenth.- The Administrator, the directors, managers, commissioners and shareholders will abstain from voting when the law so indicates.

Sixteenth.- The shareholders will keep the shares that accredit them as shareholders within a treasury or banking institution and will keep the corresponding certificate of deposit.

Shareholders have the right to be represented at the meetings by proxies constituted by means of a power of attorney, previously collated and ratified by a notary public.

Seventeenth.- "Quorum" will be declared legally installed, when in the first call, it is represented seventy percent of the shares, or fifty percent in the following calls.

Resolutions will be taken by majority vote, and in extraordinary assemblies, shareholders must meet in sufficient number so that resolutions are taken by vote. favorable at least seventy-five percent of the shares representing the capital stock, on first call, and fifty percent on second or later announcement.

Eighteenth.- The presidency of the assemblies will be carried out by an Administrator and, where appropriate, by the Chairman of the shareholders' council and Ultimately, a person designated by the assembly will act as secretary of the council or as he is designated in the meeting itself. Assembly.

Nineteenth.- A minute of each meeting held will be drawn up and arranged in the respective book. It must be signed by the president, the secretary and the shareholders who so decide. In case of not being able to sign said compliance, said situation will be formalized by a notary public.

Twenty.- The administration and management will be in charge of a general administrator or council, which will be made up of the regular or alternate members and They must be appointed by the assembly, and their duration will be five years, and in case of substitution, they will continue in their position until the following. Administrators and directors may or may not be shareholders.

Twenty-first.-  There will be a board of directors, this will work with the attendance of the majority of the members, and the agreements will be designated by majority vote. The president has a preferential or casting vote in the event of a tie.

Twenty second.- The president of the Council will be the representative of the same, and the executor of its resolutions; It may also designate special delegates for the execution of the agreements.

Twenty third.- When there is a minority of shareholders, representing 25 or 30% of the shareholders, they may appoint at least one director.

Twenty-fourth.- The Board of Directors and / or general administrator, have the obligation to represent the company before any authority, having broad powers that will allow them in a limited way:

1. Make social objects,
2. Execute acts of domain with special powers that require special power in accordance with the law.
3. Manage assets with special powers that require special power in accordance with the law.
4. Special power to carry out collections, or legal controversies, being able to withdraw from actions or warranties judgments, as well as to know the necessary complaint matters.
5. Appoint managers, directors and employees of the company, setting their powers, obligations and remuneration.
6. They will have the power to grant credit titles
7. Appoint general or special attorneys-in-fact, determining their powers and revoke those previously granted.
8. Determine expenses.
9. Formulate balances and inventories
10. Convene assemblies and
11. All those that correspond to them by law. The assembly may limit or regulate said powers.

Twenty Fifth.- The directors and managers will assist the administrator or the council within the powers conferred upon appointment.

Twenty-sixth. The general administrator, directors and managers, will give as a guarantee an amount that will be deposited in the society's box, leaving a nominal value or guarantee for the same amount.

Twenty-seventh.- The surveillance will be in charge of one or more commissioners elected by the assembly, for a term of five years and They will guarantee their management in accordance with the previous clause, and there may be alternates who will act in the absence of the Headlines.

The commissioners will have the powers determined by article one hundred and sixty-six of the General Law of Mercantile Societies and the remuneration agreed by the assembly.

TWENTY-EIGHTH. THE BALANCE. It will be formulated annually stating:

1. The social capital;
2. Existence in cash or in banks;
3. The stories that make up the assets and liabilities, and
4. The profits and losses, and in general, the other data that show the economic status.

Twenty-ninth.- The formulation of the balance is the responsibility of the Administrator or the Board, and must conclude it within a maximum period of three months at from the closing of each fiscal year and deliver it to the commissioner, who will return it with the observations that he deems pertinent within the following fifteen days, so that the administrator or the board convene the shareholders' meeting that have to discuss it.

Thirtieth. The profits will be applied:

1. At least five percent to form or reconstitute the reserve fund, until it reaches twenty percent of the capital stock;
2. To form one or more provident funds, and
3. The remainder will be applied in equal parts between the shares.

The profits will be paid when the company has funds.

Thirty-first.- The losses. They will be reported by the reserves, and where appropriate, by the shares in equal parts, up to the concurrence of their nominal value.

Thirty-second.- Dissolution:

1. By expiration of the fixed term;
2. Due to the impossibility of carrying out the corporate purpose;
3. By resolution of the extraordinary general shareholders' meeting;
4. Due to the loss of half of the capital stock;
5. In the other cases indicated by law.

Thirty-third. Settlement. It will be in charge of one or more liquidators appointed by the assembly, who will set their powers; and failing that, by the judicial authority at the request of any shareholder.

Thirty fourth.- Settlement bases. Except for the express instructions of the assembly, the liquidators will proceed to:

1. Formulate the inventory balance;
2. Conclude pending business in the least damaging way for creditors and shareholders;
3. Collection of credits and payment of debts;
4. Dispose of or apply the goods or their product for the purposes of liquidation, and
5. Formulate the final balance and obtain the cancellation of the registration of the company in the Commercial Registry.

Thirty-fifth.- The statutes will constitute the previous stipulations and, failing that, the provisions of the General Law of Commercial Companies.

Thirty-sixth.- The founding shareholders do not reserve any right or prerogative in such circumstance or quality.

TRANSITIONAL CLAUSES

First.- The share capital has been subscribed and paid as follows:

Shareholders	Actions	Value
Martin Phipher Souza	62	31.000.00
Augusto Torres Mendez	13	6500.00
Angelina Flores Herrera	13	6500.00
Josefina Lopez Peña	10	5.000.00

One hundred shares with a value of five hundred pesos, in national currency.

Second.- The shareholders meeting in a general meeting unanimously agree:

a) The administration will be in charge of a council composed of
President: (name of person appointed as president)
Secretary: (Name of the person assigned as secretary)
Treasury (Name of person assigned as Treasurer)

The council will have all the powers determined in the twenty-fourth clause of this deed;

b) The commissioner is appointed (Name of the person assigned).
c) The first fiscal year will run from the date of signature of this deed to December thirty-first of the current year.
d) The manager (Name of the person assigned) is appointed as manager, who will have the powers determined in subsections one, two, three, four, six and seven of clause Twenty-Fourth of this writing.

Third.- The shareholders state that the appointed directors, manager and commissioner are qualified to carry out their duties and have no legal impediment.

Quarter.- The gentleman (Name of the person assigned), treasurer of the company, declares that the amount of the capital is in his power social security and the guarantees granted by the directors, manager and commissioner, in compliance with the relative clauses of this writing.

Fifth.- The shareholders unanimously agree to designate the Mr. (Name of the person assigned) to carry out the conducive, judicial or extrajudicial procedures, administrative and other that may be necessary until the registration of this deed in the commerce section of the Public Property Registry of this capital.

The notary:
Lic. Héctor Oviedo Espinosa attest:

I acknowledge the appearing parties who have the legal capacity to hold this act, and who by their generals state that they are: Of Mexican nationality; Mr. Martín Phipher Souza, Mr. Augusto Torres Méndez, Mrs. Angelina Flores Herrera and Mrs. Josefina López Peña.

1. That they declare under protest of telling the truth: that they are all up to date in the payment of income tax;
2. That what is related and inserted agrees with the original document that I had in view, and
3. That I read this deed to the appearing parties, I explained the value and legal consequences of its content and, being satisfied, they sign it on the nineteenth day of the month of its date.

Martín Phipher Souza Augusto Torres Méndez
Signature Signature

Angelina Flores Herrera Josefina López Peña
Signature Signature

Notary
Lic. Hector Oviedo Espinosa
Firm