English Free Translation
LIMITED LIABILITY COMPANY
In Santiago, Chile, on _______, 200_, before me ___________________, Notary Public of the ____ Notary of this commune, domiciled at ______________, there appear Mr. ____________, domiciled at __________________, Santiago, for and on behalf, as evidence at the end, _________ [name of the majority partner]________, a corporation established and existence according to the laws of _________________, domiciled at __________, __________, _________, and for this purpose at [address], and Mr. _______________, domiciled at _______________, for and on behalf, as evidence at the end, of _________[name of the minority partner]________, a corporation established and existence according to the laws of _____________, , domiciled at __________________ _______________, and for this purpose at [address], whose evidence their identity with the aforementioned documents, all of legal age and state:
ONE: That they have agreed to constitute a limited liability company, to be governed by the following provisions:
FIRST - APPLICABLE PROVISIONS: The appearers organized a limited liability company, which will be governed by the present contract and, by the provisions of Law 3918 and its amendments, as well as by the pertinent provisions of the Civil Code and Commercial Code.
SECOND - NAME: The name of the company shall be ___________________________ Limitada.
THIRD - PURPOSE: _________________________________________________________
FOURTH - DOMICILE: The domicile of the company is the city of [name of city], notwithstanding that agencies, offices or branches may be opened in other parts of the country or abroad.
FIFTH - CAPITAL: The capital of the company shall be the equivalent in Chilean pesos to US$___________ that the partners contribute as follows: [majority partner], the equivalent in Chilean pesos to US$___________ that shall be paid within 3 years from this date, in the equivalent in Chilean pesos according to the rate of exchange published on the payment day, and that represents __________% of the rights in the company; and [minority partner], the equivalent in Chilean pesos to US$_______ that is hereby paid in cash in its equivalent in Chilean pesos according to the rate of exchange published on this date, and that represents _________% of the rights in the company.
SIXTH - LIABILITY OF THE PARTNERS: The personal liability of the partners is limited to the amount of their respective contributions.
SEVENTH - ADMINISTRATION: The use of the name of the company and the administration of the company shall be the responsibility of ____ [majority partner] ___, acting through a duly empowered representative. To make use of the company's name, the signature of the pertinent representative of the partner must be preceded by the name of the company. Acting as indicated, [majority partner] may proceed with the broadest powers in all acts or contracts related to the corporate business. Especially, and without this enunciation being restrictive the partner may: acquire, sell and barter in any manner all kind of chattels and real property, shares, bonds and rights; lease all kinds of chattels and real property; enter into contracts for current accounts of deposit or credit with commercial or state banks, or other public or private credit or development institutions, contract all kinds of loans or credit lines with such banks, entities or institutions, including the Central Bank of Chile; draw and overdraw on the current accounts of the company; draw, collect, revalidate, cancel, endorse and protest checks, withdraw check-books, request, approve or object balances of the banking accounts of the company; draw, accept, reaccept, endorse, discount, cancel, collect, extend and protest bills of exchange, promissory notes and other bank or trade documents; constitute, accept, postpone, divide and release mortgages; constitute any kind of pledges or other guarantees and give the corresponding releases; collect and receive whatever is owed to the company for any reason or title; waive actions and rights of any kind; give receipts, cancellations and releases; enter into all kinds of contracts, either of loan, deposit, insurance, bond, leasehold or transaction; constitute the company as joint debtor, or guarantor; fix domiciles; enter into management contracts of any kind; concur in public or private bids; request concessions; create other companies; represent the company with voice and vote in companies, associations or any other entities in which it may have an interest; modify their contracts, fix their form of administration, ask for advanced dissolution, request its liquidation, appoint liquidators, arbitrators at law, in equity or mixed; assign rights and credits and accept assignments; carry out all ...
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