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Private Interest Foundation Charter (example)

Untitled   Russian


REPUBLIC OF PANAMA
PROVINCE OF PANAMA

Notary Tenth of the Circuit of Panama
NAME AND ADDRESS
TEL: 223-XXXX, 223-XXXX
FAX: 223-XXXXX

COPY OF DEED NUMBER XXXXXX FROM MARCH 01, 2012

PROTOCOL OF THE FOUNDING ACT OF THE PRIVATE INTEREST FOUNDATION
 


March 01, 2012  # 36XXXX

CERTIFICATE
FOR THE APPLICATION 11-XXXXXXX


THE FOUNDATION "MY CAPITAL FOUNDATION" IS REGISTERED IN INDEX CARD 45XXXXX, DOC 193XXXXX
ON MARCH 03, 2012 IN THE SECTION PRIVATE INTEREST FOUNDATIONS

- THE FOUNDATION IS ACTIVE
- THAT THE FOUNDER IS TATIANA XXXXXXXXX
- THAT MEMBERS OF COUNCIL ARE:
EDGAR POLANO
LUIS XXXXXXXX
DANIEL XXXXXXXXXX
THAT RESIDENT AGENT IS: NANCY QUADRO
THAT THE PATRIMONY IS 10,000 USA DOLLARS
THAT DOMICILE IS IN PANAMA
THAT MEMBERS POSITION IS:
- PRESIDENT - EDGAR POLANO
- TREASURER – VICTORIA XXXXXX
- SECRETARY - LUIS XXXXXX

CERTIFICATION FEE PAID
ONE TIME 30.00
RECEIPT NO 17XXXX
CERTIFICATED NUMBER: FUND INT. PRIVATE 001XXXX

Signature and seal
JOHEL XXXXXXXX


PUBLIC DEED NUMBER XXXXXXXXXX

Herewith is issued a protocol of the FOUNDING ACT OF THE PRIVATE INTEREST FOUNDATION MY CAPITAL FOUNDATION.

Panama, March 02, 2012.

In Panama City, the Capital of the Republic and Central Office of the Notaries Circuit of the same name, on the day two (2) of the year two thousand twelve (2012), before me, RICARDO XXXXXXXX, Notary Public of Tenth Notary of the Circuit of Panama, bearer of cedula ID number XXXXXXXXX (XXXXXXXXX) performed in person the Lawyer Tatiana X, woman, who is legally of age, not married, with cedula ID number (XXXXXX), who declared that she does not need interpreter of Spanish language, and who presented me the protocol of the FOUNDING ACT OF THE PRIVATE INTEREST FOUNDATION MY CAPITAL FOUNDATION according to the Law No. 24 from June 12, 1995 of the Republic of Panama and its amendments, and by this act establishes THE PRIVATE INTEREST FOUNDATION MY CAPITAL FOUNDATION.
Requested protocol was duly made and issued copies for the interested parties.

The present person was notified that this copy must be registered, and it was read aloud in presence of the hearsay witnesses JAYRO XXX, bearer of cedula ID No. (XXXXX), SIMION XXXXX, bearer of cedula ID No. (XXXX), both are legally of age, Panamanians and residents of 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.

THIS DEED IN THE LOGBOOK OF PROTOCOLS HAS A NUMBER (5,164)

Signed by - TATIANA XXXXX JAYRO XXXXXXXXX SIMION XXXXXXX — RICARDO XXXXX, PUBLIC NOTARY TENTH OF NOTARY CIRCUIT OF PANAMA.


FOUNDING ACT OF THE PRIVATE INTEREST FOUNDATION MY CAPITAL FOUNDATION.

Under the Law of Private Interest Foundation of the Republic of Panama.

Subscribed by Tatiana XXXXX, woman, who is legally of age, not married, with cedula ID number (XXXXX, who declared that she does not need interpreter of Spanish language, and acting in capacity of founder according to the Law No. 24 from June 12, 1995 of the Republic of Panama and its amendments, and by this act she establishes private interest foundation as a legal entity according to the law of Republic of Panama with the following characteristics:

ONE: Name
The private interest foundation is set up according to the Law No. 24 from June 12, 1995 of the Republic of Panama and will bear the name: MY Capital Foundation.

TWO: The goals and objectives.
The Foundation is established to offer charity and with a goal to preserve, invest, administer and manage its assets and distribute gains among beneficiaries, as they may agree from time to time. The patrimony of foundation can be invested into securities, shares, or any other type of assets or investments.

THREE: Patrimony.
The initial patrimony of foundation makes up Ten Thousand Dollars USA (USD 10,000.00).
The founder and third persons can at any moment invest additional assets of any kind into the patrimony of the foundation.

FOUR: Administrative bodies.
(a) The Foundation Council (the Council) should be the administrative body of the foundation.

(b) The Council enjoys the full power over Foundation in accordance with requirements of the law, this Foundation Act and regulations which can be adopted from time to time.

(c) The Council shall be in charge of administration and management of issues and assets of the Foundation and make investments which it may consider convenient and also authorize opening of bank accounts and similar actions.

(d) The Council can transfer its authorities and powers in favor of other persons, whether they are or not Council Members, for representation of the Foundation.

(e) The Council consists at least of three (3) Members, unless one of its only Member or Members is legal entity.
In case when The Council consists of at least one person, each member has a right to occupy positions, as President, Secretary or Treasurer, or any other position or designation which he considers convenient.
The Members of The Council may agree between themselves which position they occupy in absence of designated one in respect of Founder.

(f)The resolutions of The Council are valid in case when all Members are duly notified about the assembly meeting and the majority attends it.
Resolutions of The Council are accepted by the majority of its members.
The resolutions of Council should be written in minutes signed by all its members attending this assembly meeting.
The council should have assembly meeting with notification of all its members.
In other way, the resolutions can be accepted unanimously in written without having a meeting.

(g) The Council has a right to change legal address and Resident-Agent of the Foundation.

h) The Council is not answerable to no one unless the opposite is not determined by Reglamentations, which may be issued from time to time.

FIVE: Appointment of the Council Members

a) The Council consists of al least three (3) members nominated by the Founder.

(b) The number of primary members of the Council is three (3) and their names and addresses are the following:
• Edgar XXXXXX: President of the Council
• Luis XXXXXX: Secretary of the Council
• Victoria XXXXXXX: Treasurer of the Council
All three have the legal address at XXXXXXXX, Panama City, Republic of Panama.

(c) The Members of Council periodically can nominate additional members and also new members to fill the vacancies.

(d) Election for change or dismissal, in case of legal incapacity or death of a Council Member, needs a simple majority of votes of the rest members of the Council.
If there are no more any members of the Council, or the rest members are disabled, than right of nomination of a new Member corresponds to the Resident - Agent of the Foundation.
The duration of nomination of Members of the Council is unlimited.

SIX: Domicile
The domicile of the Foundation is XXXXXXXX, Panama City, Republic of Panama.
By the decision of Council the domicile of the Foundation can be changed at any time into other place in the Republic of Panama, or any other place over the world.

SEVEN: Agent Resident
The Agent Resident of the Foundation in the Republic of Panama is the Lawyer NANCY XXXXX, with domicile XXXXXX Panama City, Republic of Panama, who accepts this nomination on the following conditions:

Agent Resident is not responsible for the actions which carries out the Foundation, not for the actions or faults which may carry out its founders, members of the council, directors, employees, agents whether they are entitled or not authorized to act in the name of the Foundation.

Agent Resident has no right to contract liabilities neither act in the name of Foundation, he can not represent it in business deals, civil, administrative or any other way, unless he accepts such power in formal and clear way after the request of the Council of the Foundation confirmed by proper legal document and issued according to the Executive Decree 204 from July 16, 1992 and Executive Decree 468 from September 19, 1994.

EIGHT: Duration
The Foundation has an unlimited duration and can be dissolved by the Council according to the requirements of the Law.

NINE: Rules of the Foundation.
At the moment of set up of the Foundation its Founder and subsequently Members of the Council can accept Rules (los "Reglamentos de la Fundacion") issued in the form of public or private document according to the dispositions of law to contemplate all concerning beneficiaries and supervisors, such as Protector, to help actions of the Counsel.
The Foundation can nominate control bodies. And if it decides on this, its existence and functions should be determined by the Internal Rules of the Foundation.

TEN: Dissolution.
The Foundation can be dissolved by the resolution of majority of members of its Council.

ELEVEN: Liquidation
In case of dissolution and payment of debts, the patrimony and its assets must be distributed according to disposition among beneficiaries established by the Internal Rules of the Foundation.
In case when there are no beneficiaries, the Council of the Foundation must determine final destination of the assets of Foundation according to the Rules of the Foundation. If necessary, the Council can nominate one or few liquidators.

TWELVE: Beneficiaries.
The designation of Beneficiaries shall be determined by the Rules of the Foundation.
The above mentioned Rules establish procedures of distribution of patrimony or assets of the Foundation among ones or others or all beneficiaries, as the case may be.
The sharing of assets among beneficiaries, so as the time of this sharing and the amount of these assets are the subject established in the Rules of the Foundation.
It must be clearly established that beneficiaries are not the owners, neither creditors of the Foundation, and therefore they do not have more rights than those determined by the present Rules of the Foundation and the Law.

THIRTEEN: Modifications
The Council enjoys the right of modification of the terms of this Foundation Act by the unanimous decision of its Council Members present to the moment of introducing of modifications proposal, and such modifications can be offered by any Member of Council or any Protector nominated by the Rules of Foundation.

FOURTEEN: Change of Jurisdiction
As the Foundation, so any of its assets which compose patrimony can be transferred or be subject to the laws and jurisdiction of other countries with the preliminary agreement of Council Members.

FIFTEEN:
The Article 14 of the Law # 25 from 1995 repeats and confirms that existence of any legal dispositions in materi hereditaria at the place of residence of the Founder do not extend to the Foundation, and should not affect its values or put an obstacle on realizations of its goals.

SIXTEEN: Founder Fiduciary.
Founder Fiduciary has not any power by virtue of his action in this act and all powers and faculties which permit the law, this Founding Act, and also Rules and other documents related to Foundation, must be executed by Original Founder, who holds equally the power of disposition on all assets of the Foundation until his death or legal disability.

IN TESTIMONY OF WHICH, this Foundation Act is issued on the day twenty six (26) of February on the year two thousand twelve (2012) by Tatiana XXXXX, Representative Fiduciary of the Founder, authorized to protocol foundation act and in understanding that the Founder represented here reserves for himself a right to replace, nominate new members of the council and Protectors and other supervising bodies, and determine their specific powers and obligations.

(Signed) TATIANA XXXXXXX.

THIS ISSUED COPY COINCIDES TO THE ORIGINAL DOCUMENT, IS SEALED AND SIGNED IN PANAMA CITY ON THE DAY OF TWO (2) THE MONTH OF MARCH IN THE YEAR TWO THOUSAND ELEVEN (2012)
Signed and sealed: RICARDO XXXXXXXX, Notary Public Tenth of the Circuit of Panama


ENTERED INTO PUBLIC REGISTRY OF PANAMA
Province: Panama
Volume: 2011
Representative: TATIANA XXXXXXXX
Liquidation No.: 87110XXXXX
Entered by: VALAXXXXXX
Date and Time: 2012/03/02 20:04:53:4
Seat: 040XXXXXX
ID: E- XXXXXXXXXX
Total Fee: 60.00
Signed and sealed: Chief of Information Technology System of Public Registry of Panama, March 03, 2012


APOSTILLE
(Hague Convention from October 05, 1961)
1. Country: Panama
The present public document
2. Was signed by: Valter Bovich
3. Who acts as a Certifier
4. And vested with a seal and stamp # 8
5. In Panama
6. The day 15 of March 2012
7. By ADMINISTRATIVE MANAGEMENT
8. Under the number 17,XXXXXX
9. Seal and stamp
10. Signature
Seal: Republic of Panama, Ministry of Government and Justice, Department of Treasury.
This authorization does not imply responsibility about the content of the document.


 


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