<typohead type="2">English Free Translation </typohead>
LIMITED LIABILITY COMPANY
In [town], <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />Chile, on _______, 200_, before me [Name], Chilean. Lawyer, national identity card Nº [number], Notary Public of the [number] Notary of this commune, domiciled at [address], there appear: Mr. [Name], national identity card [number], domiciled at [address], for and on behalf, as evidenced at the end, [Name of company], a corporation established and existence according to the laws of Germany, domiciled at [address], Germany and for this purpose at [address], and Mr. [Name], national identity card [number], domiciled at [address], for and on behalf, as evidence at the end, of [Name of company], a corporation established and existence according to the laws of Germany, domiciled at [address], Germany, and for this purpose at Moneda [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 appeared organized a limited liability company, that 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 [Name of company].
FOURTH - DOMICILE: The domicile of the company is the city of [town], 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 [amount] Chilean pesos, that the partners contribute as follows: [Name of company], the amount of [amount] Chilean pesos, which are paid in cash at the date hereof, representing [number]% of the rights in the company; and [Name of company], the amount of [amount] Chilean pesos, which are paid in cash at the date hereof, representing [number]% 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 [Name of company], 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, [Name of company] 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 types of registrations in the Property Record Offices and empower other therefore; withdraw mail and telegraphs, including registered mail, postal money orders, or parcel-posts; open safety deposit boxes; deposit or withdraw values in custody; novate, reward, remit, make arrangements with creditors, make judicial or extrajudicial settlements; guarantee; execute all type of warrants operations; acquire, request, remit or transfer in any way commercial trademarks, patents and other privileges; clear goods from customs, endorse shipping documents and carry out all kinds of foreign trade or international operations of exchange; submit and sign import or export licenses, addenda, explanatory letters; sign affidavits and all kinds of documents that may be required by the Central Bank of Chile or other institutions; take out certificate of deposit or endorse policies of guarantee and request devolution of such documents; withdraw certificates of divisible values, request the amendment of the conditions under which a certain operation has been authorized and request authorization to operate under the system of deferred coverage; hire and dismiss company personnel, set up labor rulings, fix their conditions and compensations; and in general execute all the acts and carry out all actions conductive to the adequate fulfillment of the matters entrusted to them. In the judicial order, [Name of company] shall have all the powers of article seven of the Civil Procedure Code and especially, those of the second paragraph which are here expressly considered as reproduced.
EIGHTH - POWERS OF ATTORNEY: [Name of company] shall...ignate the representatives mentioned in the prior clause by public deed or by private instrument before Notary granted abroad, in order to grant general or special powers of attorney. The attorney-in-fact appointed in the way indicated, may delegate his authority conferring special powers of attorney to third parties when he has been expressly authorized to do so.
NINTH - PROFITS AND LOSSES: The profits shall be shared and eventual losses shall be distributed in proportion to the capital contributions.
TENTH - BALANCE SHEETS: A balance sheet shall be prepared on December 31st, of each year.
ELEVENTH - DURATION: The duration of the company shall be unlimited.
TWELFTH - DISSOLUTION AND LIQUIDATION: The dissolution and liquidation of the company will be made by mutual agreement of the partners.
THIRTEENTH - DOMICILE OF CONTRACT: For all purposes of the present contract the parties fix their domicile in [town] and submit themselves to the courts of the city and county of [town].
FOURTEENTH - REGISTRATION: The bearer of a properly authorized contract of the present deed is empowered to request its registration and proceed with any other necessary steps.
TWO: [Name of company] acting duly empowered according to articles 7 and 8 of the company charter of [Name of company], hereby...ignates Mr. ____________________ and Mr. [Name] so that acting, any of them, joint or separately in the name of the company may represent it with the broadest powers, in the terms...cribed in the aforementioned articles, with the exemption of alienating or encumbering rights of the company, or constituting the company as jointly and severally liable for third parties obligations.
The powers of attorney conferred to Mr. [Name] to appear on behalf of [Name of company] are evidenced in a special power of attorney granted in [town], Germany on [date], which duly legalized has been included in the Register of this Notary on [date];
The powers of attorney conferred to Mr. [Name] to appear on behalf [Name of company] are evidenced in a special power of attorney granted in [town], Germany on [date], which duly legalized has been included in the Register of this Notary on [date].
In verifying and previous reading, the appeared signed this public deed.
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