Example of a Limited Liability Company Contract

A limited partnership contract It is a contract in which the basis is not actions but rather they are used social participation; the acronym for this type of company is "SRL" limited liability company and "SL" limited company.

In this type of association, there is a limit on the capital contributed by each of the parties and in the case of debt is adjusted to the capital contributed by each of the participants, thus avoiding damaging the assets of the participants.

In this contract it is necessary that the surnames are in capital letters. Participations in this type of association have no economic “value” and cannot be sold or traded, its transmission is by means of a public document and is registered in a book in which the partners. This type of contracts is formalized to have legal personality by means of a public deed and its registration in the commercial register; they are generally limited to 50 members. The management and administration of the company is entrusted to a social body. This governing body is made up of the General Board and the administrators, who are the ones who manage the company.

Example of a Limited Liability Company contract:

LIMITED LIABILITY COMPANY AGREEMENT

LIMITED LIABILITY COMPANY CONTRACT: Entered between the gentlemen:

1) José Alberto Gómez Flores, who is single, 30 years old, a Mexican lawyer with a “DNI” (identity card) Rpe 000001977 issued by the Ministry of the Interior.
2) Luís Antonio Gómez Flores, who is single, 28-year-old merchant, Mexican with “DNI” (identity card) Rpe 000008596 issued by the Secretary of the Interior.
3) Josefina Fernández García Who is single, 26 years old, Public Accountant by profession, Mexican with "DNI" (identity card) Rpe 000003265 Issued by the Secretary of the Interior.
4) José Luís Peña Pérez Who is married at 36 years of age, Business Administrator of Profession with Guatemalan nationality "DNI" (ID identity) Ppe000003697 issued by the Secretary of Foreign Relations of Guatemala and with identification FM2 issued by the Secretary of Relations exteriors.
5) Eduardo Fitch Phaipher Single, 25 years old, Civil Engineer by profession, of US nationality with DNI 9658Pjt1985 issued by the North American government and with identification format FM2 issued by the secretary of relations exteriors.

On June 26, 2012, they met to celebrate the limited liability company contract, which will be governed in accordance with the following:

CLAUSES:

First.- This company will be called "Repartidores Express metropolitano S.R.L", and will have its domicile legal at Av. Independencia, number 789 col portals delegation Migue Hidalgo Distrito federal C.P. 96584.

Second.- This company may establish branches throughout the country and also abroad if required.

Third.- This company will have a duration of 25 years (TWENTY-FIVE YEARS) counted from the date this contract is formalized in the public registry of property and commerce.

Quarter.- This company aims to carry out transport of articles and merchandise within the entire national territory, charging a commission for carrying out said task, for this purpose, this The company has full legal capacity to acquire rights and contract obligations and will exercise those acts that are not restricted by the applicable laws or this same contract.

Fifth.- The share capital of this contract is divided into 5 (five) partners who deliver a capital consisting of:

1) José Alberto Gómez Flores, $ 800,000.00 pesos
2) Luís Antonio Gómez Flores, $ 700,000.00 pesos
3) Josefina Fernández García, $ 600,000.00 pesos
4) José Luís Peña Pérez, $ 500,000.00 pesos
5) Eduardo Fitch Phaipher 400,000.00 pesos

All capital counted in national currency (Mexican pesos) that adds up to a total of:

• 3,000,000.00 (THREE MILLION PESOS M / N)

Setting the value of each participation at 100,000.00 (one hundred thousand pesos) being specified in this way:

1) José Alberto Gómez Flores, 8 participations.
2) Luís Antonio Gómez Flores, 7 participations.
3) Josefina Fernández García, 6 participations.
4) José Luís Peña Pérez, 5 participations.
5) Eduardo Fitch Phaipher 4 participations.

Which are integrated into a cash amount as established by law.

Sixth.-  Messrs. José Alberto Gómez Flores and Josefina Fernández García, who due to their respective professions and circumstances are fully empowered to carry out all actions, even those that require special powers, as established by the corresponding law. In accordance with the above, they can celebrate all kinds of legal acts that tend to fulfill the object. social as they are, carrying out operations with all kinds of banks and financial institutions, whether private or officers. They are national or foreign as well as grant judicial powers to those who consider fully competent and convenient for the association.

Seventh.- The members of the company, cannot carry out commercial activities on their own account and in case of that is found in circumstances, will be after having been approved by all the partners.

Eighth.- CAny violation of what is provided in the seventh clause will give up the right to expel the partner of the benefits that are obtained and what is necessary will be done so that it complies with the compensation of the damage caused.

Ninth.- The culmination or closure of this exercise will take place on June 26, 2037.

Tenth.- The assembly of partners is the supreme body of the company that is governed by the provisions of the corresponding civil law.

Eleventh.- The profits will be distributed in proportion to the capital contributed. Bearing losses in the same way.

Twelfth.- The parties are fully in agreement to waive any jurisdiction that may apply to them due to the situation. territorial, being obliged to accept the laws and jurisdiction of the Mexico City District Federal.

Thirteenth.- All partners listed below ratify with their name and sign this contract

Mexico City, June 26, 2012

José Alberto Gómez Flores Luis Antonio Gómez Flores
Signature Signature

Josefina Fernández García José Luís Peña Pérez
Signature Signature

Eduardo Fitch Phaipher
Firm