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Panama Corporation Charter (exemple)

Untitled   Russian


REPUBLIC OF PANAMA

PROVINCE OF PANAMA

FIRST NOTARY OFFICE OF THE CIRCUIT OF PANAMA

 LAWYER JOSE ARANO

OBARRIO AVE, SILVA EDIF. 6, PLANTA BAJA

Telephones: 3333-333, 4444-44444, 5555-55555

P.O. Box 7777-88888, El Dorado, Panama, Republic of Panama


 PUBLIC DEED NUMBER XXXXXXXXXXXXXXXXX 

BY WHICH IS ISSUED THE PROTOCOL OF FOUNDING ACT OF CAT INVESTMENT CORP.

Panama. August 29, 2013 

In Panama City, the Capital of the Republic and Central Office of Notaries Circuit of the same name, on the day nineteenth (29) of August, in the year two thousand thirteen (2013), before me, Lawyer JOSE ARANA, Notary Public of the First Notary Circuit of Panama, bearer of identity card number XXXXXXXXXX (333333333), has performed in person MANUEL MOLINA, male, Panamanian, of legal age, single, lawyer, bearer of identity card number xxxxxx-xxxxxx (XXXXXX-XXXX), and TANIA PETERS, female, Canadian, who is legally of age, not married, with identity card No. XXXXXXXXXX (XXXXXXXX), whom I know, and performed for certification by this Deed, and it was recorded, the document consisted of seven (7) pages, which contain the Certificate of Incorporation of corporation named CAT INVESTMENT CORP, which is reproduced in the copy of this Deed.

The undersigned Notary states that the Certificate of Incorporation that is logged in this document has been countersigned by the Lawyer MANUEL MOLINA, male, Panamanian, of legal age, single, lawyer, bearer of personal identity card number xxxxxxxxxx (6666666666).

The present person was notified that this copy must be registered, and it was read aloud in presence of hearsay witnesses CRISTINA ORTIS, female, not married, bearer of identity card No. xxxxxxxxxx (XXXXXXXX), and JAVIER GONZALEZ, male, bearer of identity card ID No. xxxxxx (XXXXXX), both are legally of age, Panamanians and residents of the Panama City, the persons whom I know legally able for this task, and who gave their approval and signed all acts in my presence as public notary, which I attest.


PUBLIC DEED NUMBER XXXXXXXXXXX (XXXXXXXX)

(Signed.) MANUEL MOLINA - TANIA PETERS, CRISTINA ORTIS - JAVIER GONZALEZ

LAWYER JOSE ARANA, FIRST NOTARY OFFICE OF THE CIRCUIT OF PANAMA

CERTIFICATE OF INCORPORATION OF CAT INVESTMENT CORP. 

The undersigned, TANIA PETERS and MANUEL MOLINA, both of legal age and domicile in Panama City, Republic of Panama, in order to form a corporation under the provisions of the Panamanian Law on Corporations, hereby establish, agree and incorporate the following CERTIFICATE OF INCORPORATION:

 CHAPTER ONE                                                           

FIRST: (Company Name). The name of company is CAT INVESTMENT CORP.

SECOND: (Goal) The corporation will operate as an investment company that offers its shares only to persons, residents outside of the Republic of Panama, and whose goal is to carry out such action, contracts, legal business transactions, which are allowed to investment companies, in order to operate as a Mutual Fund (investment company).

The corporation's goal is investment into other mutual funds, hedge funds, and various types of investment tools, cash assets or currencies, simultaneously invest into a variety of financial instruments with use of various technologies and strategies for investment of its assets.

With a purpose to reach this goal, or any other one, the corporation may perform any action and exercise any power allowed by the Law of the Republic of Panama, necessary, proper, advisable or desirable.                                               

THIRD: (Legal Domicile). If the Board does not decide otherwise, the legal domicile of the corporation will be in the Republic of Panama. Nevertheless, the domicile serves for corporate purposes only, according to the Law 32 of 1927, and it does not allow the corporation to do business in the stock market inside or from Panama. The corporation can do its business and establish branches, offices or agencies all around the world. 

FOUR: (Duration) Duration of the corporation shall be perpetual, but it may be dissolved or liquidated in accordance with the Law.                                                                                                           

CHAPTER TWO - AUTHORIZED CAPITAL                                  

FIFTH: (Authorized Capital): Authorized capital of corporation is HUNDRED THOUSAND DOLLARS (U.S. $ 100,000.00) in lawful money of the United States of America, which is divided into ten million (10,000,000) shares, than divided into the following four (4) classes of shares, notwithstanding that the corporation may issue new class of shares, as the circumstances may request: 

a) TEN THOUSANDS (10,000) of nominative and common shares, class A, with par value of one cent U.S. Dollar (USD) each, and five (5) votes each.                                                           

b) THREE MILLION THREE HUNDRED THIRTY THOUSANDS (3,330,000) of nominative and common shares, class B, with par value of one U.S. cent (U.S. $ 0.01) each, and one (1) vote each. 

c) THREE MILLIONS THREE HUNDRED THIRTY THOUSANDS (3.33 million) nominative and common shares, class C, with par value of one cent of American Dollars (U.S. $ 0.01) each, and one (1) vote each. 

d) THREE MILLIONS THREE HUNDRED THIRTY THOUSANDS (3,330,000) nominative and common shares, class D, with par value of one U.S. cent (U.S. $ 0.01) each, and one (1) vote each. All Shares will be issued in nominative and registered form.

Shares of Class "A" are entitled to the right of voice and vote, at a rate of five (5) votes for each share. 

The common shares of the Class "B", "C" and "D" are entitled only to vote at the meetings specified in the eleventh article of the Articles of Corporation 

SIXTH: (Preferential Right) In case of issue of common shares, class "A'', the shareholders of this class have preferential right to subscribe to the shares they hold at the time of issuance, in proportion to the amount they are holding. In this case the Board of Directors shall inform valid shareholders of this issue, so that within fifteen (15) calendar days from the date of notice made to the domicile of registered shareholder, according to the Corporation records, so that they may inform about their interest in acquiring of the new shares, which will be issued. After expiration of this period, the company shall be free to sell these shares to any person it deems appropriate.

Right of Choice: According to the first paragraph of this same clause, in the first year of ownership of shares, beginning from the date of registration of shareholder in the shareholder's book for such purpose by the corporation or agent designated by him, any shareholder wishing to sell them is obliged to give first buy option to the corporation.

The corporation, within one hundred eighty (180) working days from the offer and duly submitted in writing and addressed to the Board, should exercise its buy option. For the purposes of this deal, a business day shall be determined as one, when general license banks operating in Panama City, Republic of Panama, are open to the public, except for Saturdays.

 Once satisfied the deadline, unless the corporation has exercised its buy option, the shareholder is free to offer shares to any third party.

 After the first year of ownership, calculated as was previously established, any shareholder wishing to sell his shares is obliged to give first buy option to the corporation, which will have to exercise its right of option within the period not exceeding fifteen (15) working days from the offer, duly submitted in writing and addressed to the Board of Directors to exercise its buy option.

 Once satisfied the deadline, while corporation did not exercise its buy option, the shareholder is free to offer shares to any third party.

CHAPTER THREE - SHARES

 SEVENTH: (Definition) The share means a title representing the parts or dividing factions of authorized capital.

 EIGHTH: (Book Entry) The shares will be represented by book entries, and their ownership will be verified in a unique and exclusive way in the registry of the corporation, or by emission agent, register, payment and transfer, duly authorized by corporation.

 The certificates issued by corporation or its representative in relation to rights are providing executive merit of the shares of corporation.                                                           

CHAPTER FOUR - ADMINISTRATIVE BODIES.                       

NINTH: (Bodies) Corporation shall have the following administrative bodies and authorities: a) General Meeting of Shareholders, b) Board of Directors, c) Corporation Officers.                                   

TENTH: (General Meeting) General Meeting of Shareholders of corporation, legally constituted, represents the supreme authority of corporation. Regular or special meetings of shareholders for any purpose may be held in the Republic of Panama, or in any other country. 

ELEVENTH: (Vote) Any holder of common shares of the Class "A" enjoy the right of voice and vote in any regular and extraordinary General Meeting of Shareholders. 

Each share of Class "A" shall be entitled to five (5) votes per share. Holders of Class A common shares of class "B", "C" and "D" are entitled only to one (1) vote per share, and will vote only at the meetings to discuss the following subjects:                       

i) Fundamental change of social goals and redemption of shares. 

ii) Increase of commissions and fees charged to shareholders. 

iii) Liquidation and dissolution of assets, which belong to the above mentioned class of shares. 

TWELFTH: (Participation in the meetings via proxy) Shareholders may be represented by agents, both at regular and extraordinary meetings, without requirement for them to be shareholders of corporation and, sufficing for this purpose will be simple written authorization issued by shareholder or any proxy with enough of such power.           

THIRTEEN: (Regular Meeting) The general meeting of shareholders will be held every year, at the time and place as may be provided by resolution of the Board of Directors, for election of directors and any other business procedures, that is subject to meeting by the Board, not later than within four (4) months following the end of fiscal year of corporation. The General Meeting of Shareholders will assemble for regular session for the following subjects:       

a) Election of directors and officers of the corporation.

b) Review of accounts and balances for fiscal year performed by the Board of Directors.

c) Approval or disapproval of the annual financial statements of corporation and accounts of balance sheet of the corporation.                                   

d) Any other matter that can be subject of assembly. It is duty of the Board of Directors of corporation to include any subject that may be requested in writing by shareholders representing at least five percent (5%) of the common issued and outstanding shares, provided that request is formalized within (2) months following the end of fiscal year in accordance with the rights conferred in clause eleventh.                       

FOURTEEN (Extraordinary Meeting) Annual General Meeting shall hold extraordinary meetings convened by the Board of Directors or President of corporation, which may consider it be convenient. 

In addition, Board of Directors or President of Corporation shall convene Extraordinary General Meeting when that is requested in writing by one or more shareholders representing at least five percent (5%) of the capital, in accordance with provisions of clauses eleventh and thirteenth. Extraordinary meetings convened in this way may consider only subjects for which it was convened.                                   

FIFTEENTH: (Citation) The Board of Directors shall issue a notice for regular or extraordinary meeting of Shareholders, by mail to the known address of shareholder, or by any other means authorized by him, within the period of not less ten (10) days, but no more than forty (40) calendar days, prior to the date of meeting.           

The Board may convene a second meeting of Shareholders simultaneously with the first one, if assembly was agreed to be held on the same day, but there should be an interval not less than (1) hour from the first meeting. 

SIXTEEN: (Quorum and Voting) At General Meeting of Shareholders of the first call, a quorum is valid when there are present fifty-one percent (51%) of the issued and outstanding shares entitled to voice and vote. 

General Meeting of Shareholders of the second call will be deemed valid irrespective of a number of those shares to be present. 

All resolutions of General Meeting of Shareholders must be approved by affirmative vote of shareholders or their proxies, with absolute majority of votes present, which should be noted in its decision.           

SEVENTEENTH (Universal Assembly).  There shall be valid agreements reached at meetings of shareholders, although no due notice has been made, provided that at the meeting are present or duly represented all shareholders entitled to voice and vote, or the number of shareholders - or by proxy - required for a quorum is present, or that at the meeting all absentee shareholders entitled to vote have waived their right by previous notice.   

EIGHTEENTH (President and Secretary). All General Meetings of Shareholders will be chaired by the president of corporation, and its secretary will be the secretary of corporation. In case of their absence, Shareholders, by majority of shares represented, will choose other persons, who will act as president and secretary at such meetings. 

CHAPTER FIVE-THE BOARD OF DIRECTORS              

NINETEENTH (Board of Directors) The Board of Directors shall consist of not less than three (3) and nor more than seven (7) members. Initially, and until Shareholders do not set otherwise, the Board of Directors will consist of three (3) directors. 

Given the above, at any meeting of shareholders for the election of directors, the shareholders may by resolution determine the number of directors to be elected, and the number so determined then will be chosen. 

The directors are elected by General Meeting of Shareholders for the period of three (3) years and can be reappointed. One need not be a shareholder to become director of the corporation. 

TWENTY (Meetings) Meetings of directors may be held in Republic of Panama or any other country, and any director may be represented and vote by proxy in any and all meetings of directors. 

Board of Directors shall meet regularly every four (4) months, on the agreed dates. Meetings may be held physically, by conference or in any other form permitted by the Law 

In addition, extraordinary meetings will be held whenever it may be convenient, with President's duty to convene the meeting in advance of at least three (3) business days from the date of its notice. 

The President is required to send a notice following a written request of one (1) or more directors. 

TWENTY-ONE: (Quorum and Voting). The quorum will be valid with presence of a majority of directors. Decisions of the Board of Directors shall be adopted by majority of directors of corporation. 

TWENTY-TWO: (Vacancies) In case of vacancies in the Board of Directors, either by reason of increase of their number or any other reason, Shareholders may fill up such vacancies. 

Business of corporation shall be managed and directed by the Board of Directors according to the laws of Incorporation, except that the Law, Articles of Incorporation or Bylaws transfer this right to shareholders. Notwithstanding the foregoing, directors shall stay in office until their successors are elected. 

TWENTY-THREE: (Liability of Directors) Directors shall not be personally liable, unless for the good performance of their duties.           

TWENTY FOUR (Faculties) Business of corporation shall be managed by the Board of Directors, which shall exercise all power of corporation, unless those in Incorporation or Bylaws are reserved to the General Meeting of Shareholders. The Board is expressly authorized to:           

a) Buy, sell, transfer, lease, pledge, mortgage and encumber, or otherwise dispose of any movable or immovable, corporeal or incorporeal of corporation, on the terms that the Board considers convenient.            

b) Transfer property, or trust, or pledge, or mortgage as collateral for the debts of corporation 

c) Conclude contracts, agreements or arrangements with any person - natural or legal, on the terms and conditions as the Board of Directors deems it appropriate, so that corporation provides administrative services of any nature with respect to the business and activities thereof, whether such contracts, agreements or agreements include delegation of functions assigned to the Board of Directors of the Corporation to any officer of corporation,         

d) Issue general or special powers of attorney to manage all issues or business, which the Board of Directors deems it convenient.                       

CHAPTER SIX - OFFICERS 

TWENTY-FIVE: (Officers) The officers of the corporation, who shall be appointed by the Board for the arbitrary act of the same, shall be President, Treasurer and Secretary. The Board may also choose one or more sub-treasurers or assistant secretary, as well as agents and employees as it deems convenient. 

Any person may have more than one office position. The powers of the officers and authorization to represent the company shall be established by General Meeting of Shareholders. The officer does not need be a shareholder. 

The officers shall be elected for one (1) year and can be reappointed. Notwithstanding the foregoing, they shall stay in office until their successors are elected.           

TWENTY-SIX: (Powers) The powers of officers shall be established by the Board of Directors, as well as their ability to represent the company. Contracts or any other transactions between and with any other company will not be void or annulled by the mere fact that one or more directors or officers of the Corporation are party or parties, or are interested in such contracts or transactions. 

The directors or officers of this Corporation are free from any liability which may incur by contracting with the company for their benefit, or any firm or corporation which has any kind of interest. 

TWENTY-SEVEN, (Legal Representation) The President shall be legal representative of the corporation, and will be replaced in his temporary absence or accident by Secretary, and in the absence of both by Treasurer.                                                                                            

CHAPTER SEVEN - MISCELLANEOUS                       

TWENTY-EIGHT: (Contracts with directors). No contract or social agreement will be invalid by the fact that one or more of the directors of the corporation are interested directly or through an intermediary in contract or transaction

TWENTY-NINE: (Bank Accounts) Corporation may open bank accounts in the banks, or banking or financial institutions, and invest actively into capital market instruments within or outside of the Republic of Panama.                                                                       

TRANSITIONAL PROVISIONS 

ONE (Appointment of Directors): The number of the first directors is three (3) and their names are:           

  • TOM JONES

  • ELVIS PRESLEY

  • JANIS JOPLIN                       

All with common home address: XXXXXXX, Canada, phone + xxxxxxx (+1111111111).                          

TWO (Description of officers): The first officers of the corporation until the Board of Directors will replace them are: 

NAMES:

POSITION:

TOM JONES

PRESIDENT

ELVIS PRESLEY

SECRETARY

JANIS JOPLIN

TREASURER

 All with common home address: xxxxxxxxxx (+111111111).                  

THREE (Agent Resident): Agent resident of corporation in the Republic of Panama is Lawyer MANUEL MOLINA, residenceXXXXXXXXXX, Panama City, Panama , who expressly agrees to such designation.           

FOUR: Those who issued this Certificate of Corporation both residents of Panama City, Panama subscribe to the following shares: 

NAMES:

SHARES:

MANUEL MOLINA

ONE (1)

TANIA PETERS

ONE (1)

IN TESTIMONY OF WHICH, this Certificate of Incorporation is issued and signed in Panama City, Republic of Panama, on the day nineteenth (29th) of August, in the year two thousand thuirteen (2013). 

(Signed.)

  • MANUEL MOLINA.

  • TANIA PETERS             

This document has been countersigned by the Lawyer MANUEL MOLINA, male, Panamanian, of legal age, single, lawyer, bearer of personal identity card number eight - hundred-seventeen to nine hundred and six (8-717-906)

THIS COPY COINCIDES TO THE ORIGINAL DOCUMENT, IS SEALED AND SIGNED IN the City of Panama, on the day twenty nine (29th) of August, in the year two thousand thirteen (2013).                                   

Signature: JOSE ARANA, Notary Public of First Notary Circuit

Seal: First Notary Circuit. Republic of Panama


ENTERED INTO PUBLIC REGISTER OF PANAMA 

Province: Panama 

Date and Time: 2013/XXXXXX

 

Volume: 2013

 

Seat: XXXXXXXXX

 

Representative: MANUEL MOLINA

 

Cedula: XXXXXXXXXXXX

 

Liquidation No.: XXXXXXXX

 

Total Fee:         141.00

 

Admitted by: VXXXXXX

 

 

 Signed: Chief of the Public Register

Seal:


Registered in Technological Information System of Public Register of Panama

Chip No.  XXXXXXXX

Document No. XXXXXXXXX

Registration fee – 131.00

Qualification fee – 10

August 30, 2013

Seal: Public Register of Panama, Central Office, Republic of Panama


OFFICIAL TRANSLATION - TRADUCCION OFICIAL-Translated on/Traducido en 05-09-13

 Seal and signature of the translator

The Law of the Republic of Panama require all documentation to be translated into Spanish. We provide translation of all documents into Spanish.


 


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