ANNEX I
CONTENT OF THE ARTICLES OF ASSOCIATION OF AN EU INC. COMPANY
SECTION 1
MANDATORY CONTENT
Minimum content of the articles of association of an EU Inc. company
AnEach EU Inc. company shall have's articles of association thatshall, in accordance with the relevant provisions of this Regulation, cover at least the following particulars:
- the legal form;
- the name of the company;
- the addresstown or city and Member State of the registered office of the company, including the Member State where it shall be/is registered;
- the object of the company;
- the amount of capital, including where the amount of capital is EUR 0;
- the total number of shares issued,
- where the shares of the company have a nominal value, that value;
- the subscription of the first shares, including:
(i) the nature and value of any consideration for the shares; and
(ii) whetherif any part of the consideration is to be contributed to capital;
(iii) for any part of the consideration that is not a contribution to capital, the time by which the consideration is to be paid in accordance with Article 64(5);
(iv)- the identity of the founding shareholder(s);
- the identity of the first director(s);
- the number of directors and whether the board of directors has a chairperson, in accordance with Article 42;
- the date of beginning and end of the financial year.
SECTION 2
FURTHER CONTENT EXPRESSLY PERMITTED BY THIS REGULATION
The articles of association of an EU Inc. company may additionally regulate the following matters:
Chapter I
General principles
- the term of the company where this is limited, in accordance with Article 3;
- the method of communication between the EU Inc. and its shareholders where such communication is not fully online, in accordance with Article 10(2);
Chapter V
Organisation
– the rules concerning the organisation of the EU Inc. company and the conditions under which it is managed, including the establishment of any supervisory board, in accordance with Articles 42 and 42a. This includes, insofar as consistent with this Regulation:
- the composition and organisation of the board of directors beyond the mandatory content, such as the rules and procedures for its decisions, including any voting rule,
- where there is a supervisory board in accordance with Article 42a, the composition, organisation and relationship with the board of directors, the general meeting and any other company body, including any power to appoint and dismiss some or all directors;
- the establishment of any other company body, its composition and organisation, and its relationship with the board of directors, the general meeting and any other company body;
- the powers of the general meeting, the board of directors and any other company body, including the matters reserved for decision by one or more specific bodies, and including any power for the general meeting to give instructions to the board of directors;
- any eligibility criterion of directors or members of other company bodies, the procedure for appointing and dismissing directors or members of other company bodies and for their resignation;
- choice of court agreements relating to internal corporate disputes in accordance with Article 25 of Regulation (EU) No 1215/2012 as well as mediation and arbitration agreements relating to such disputes;
– in accordance with Article 43, the rules on the representation of the EU Inc. company by its directors and any limitations on their powers,
– in accordance with Article 44, any additional duties of directors or members of other company bodies,
– in accordance with Article 45, any further rules or information requirements concerning conflicts of interest, and any empowerment of the supervisory board to authorise decisions in cases of conflict;
– in accordance with Article 46, the rules and specifications applying to related party transactions, including on requirements for the board of directors, general meeting or the directors or shareholders not involved in the transactions to approve or be informed of such transactions;
– in accordance with Articles 47 and 42, the manner in which the general meeting, meetings of the board of directors and meetings of other company bodies are held and votes are cast;
– in accordance with Articles 47a, the period to convene a meeting, the manner of issuing the convocation, and the threshold for shareholders to request such a convocation,
– in accordance with Article 47b, the rules on participation in the general meeting, on the agenda of the general meeting and on proposing resolutions,
– in accordance with Article 47c, alternative procedural rules on the conduct of the general meeting,
– in accordance with Article 48, provision for decisions of shareholders to be adopted without a meeting by means of written resolution and the manner of adopting such resolutions,
– in accordance with Articles 49 and 51, the quorum and majority requirements for the adoption of shareholder resolutions,
- in accordance with Article 52, any additional grounds for withdrawal;
Chapter VI
Shares
– in accordance with Article 53, whether the shares of the EU Inc. company are issued, recorded and transferred using distributed ledger technology or other digital solutions,
– in accordance with Article 55 and 57, the pecuniary and non-pecuniary rights and the obligations attached to the shares or different share classes, in particular the participation in the distribution of assets and profits of the company, if any, the votes attached to the shares, if any, and whether sub-division or consolidation of the shares is permitted and any applicable requirements;
– in accordance with Article 56(5), weaker or stronger rights for certain or all shareholders to examine the financial books of the company, including upon request;
– in accordance with Article 56(6) and (8), any lower threshold for for requesting the appointment of an independent expert to carry out an investigation, and any different rule on reimbursement of the company;
– in accordance with Article 57(2-3a), rights for a shareholder to vote differently on the same item using different shares or to vote on any resolution concerning a transaction between the company and the shareholder, and further provision for shares not to carry votes in certain matters or in any case;
– in accordance with Article 58, pre-emption rights, approval rights, restrictions and prohibitions on the transfer of shares, and any applicable requirements and procedures,
Chapter VII
Financing
- in accordance with Article 61, the nominal value of the shares where the shares have such a value;
- in accordance with Article 62, rules concerning reserves, including whether the EU Inc. company establishes reserves, the type of such reserves, the circumstances in which they are to be establishes and, subject in particular to Article 72, whether it is distributable;
- in accordance with Article 63, any further restrictions on the distribution of the EU Inc. company's assets;
- in accordance with Article 64(5), any requirement that the consideration be paid in a time period less than three years from the date of issuance or upon request;
- in accordance with Article 64(5a), any restriction or prohibition on the EU Inc. company from providing financial assistance, in particular by advancing funds, making loans or providing security, with a view to the acquisition of its shares by a third party;
– in accordance with Article 65(5), any waiving of the requirement for an expert’s report for certain or all in-kind considerations that are not to be contributed to capital;
– in accordance with Article 67, any authorisation for the board of directors to decide on the issuance of new shares up to a specified maximum number of shares and to restrict or exclude pre-emption rights, including any additional conditions for or restrictions on such authorisation;
– in accordance with Article 68, any authorisation for the board of directors to decide on the issuance of convertible instruments, warrants or other instruments entitling the holder to new shares up to a specified maximum number of new shares and to restrict or exclude pre-emption rights on such instruments, including any additional conditions for or restrictions on such authorisation;
– in accordance with Article 69, any restrictions or exclusions of pre-emptive rights on new shares or instruments entitling to new shares;
– in accordance with Article 71, any authorisation of the board of directors to decide on the increase of capital from reserves, including any conditions for or restrictions on such authorisation;
– in accordance with Article 72, any authorisation for the board of directors to decide on distributions, including any conditions for or restrictions on such authorisation;
– in accordance with Article 74, any authorisation for the board of directors to decide on the acquisition of the company’s own shares or on the acceptance of own shares as security up to a specified maximum number of shares, including any additional conditions for or restrictions on such authorisation;
– in accordance with Article 75, any authorisation for the board of directors to decide on the cancellation of the company’s own shares, including any additional conditions for or restrictions on such authorisation;
– in accordance with Article 77, any authorisation for the board of directors to decide on the reduction of capital for the sole purpose of covering losses that cannot be covered from other equity or for the purpose of increasing the capital at the same time at least by the amount of the reduction, including any additional conditions for or restrictions on such authorisation;
Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex I.
