Memorandum of Association of

-----------------------------Share Company
We, the undersigned subscribers, having agreed to form a Share Company in
accordance with the relevant provisions of the Commercial Code of Ethiopia of
1960, hereby subscribe to this Memorandum of Association and the Article of
Association attached herewith.
Article ONE

Name, Nationality, Address of Members and number of shares subscribed

No

Name

Nationalit
y

Address

Number of shares
subscribed

1
2
3
4
5
6
7
8
Article TWO
Name of the Company
The name of the company shall be -----------------------------Share Company.
Article THREE
Head Office
1. The Head Office of the Share Company shall be in ------------------City, -----------Sub City, Kebele -------, and House No. ----------.
2. Branch Office may be opened within or outside Ethiopia.
Article FOUR
Objectives
The company shall have the following business objectives:
1. Agro-Industrial and relevant activities.
2. ----------------------------------------------------------------

3. --------------------------------------------------------------4. --------------------------------------------------------------Article FIVE

Capital
1. The company shall have a subscribed capital of Birr ---------------- (--------million birr) divided into --------------- shares with a par value of Birr -------------each.
2. Out

of

such

subscribed

sum

----------%of

the

par

Birr----------------------- (----------------------------------) has been paid up.

Article SIX
Terms about shares
Number of
shares

Par Value

Form
Bearer or
otherwise

Classes of
shares
Preference/divid
ened

Article SEVEN
Contribution in kind and corresponding terms
The
shareholder

Object
contributed

Value thereof

No. of shares
allocated

value

i.e.

Article EIGHT
Manner of distribution of Profits
1. At the end of every financial year the net profits established by the books and
verified by the auditors less deduction made in accordance with the law, the
Memorandum

and

Article

of

Association

shall

be

distributed

among

themselves.
2. Profits shall be distributed among shareholders in proportion to their share
holdings.
3. The time and manner of distribution shall be determined by the annual
general meeting of the share holders.
ArticleNINE
Shares to be allocated to the Founders and reasons thereof
Founders shares

Explanation

Article TEN
Liability
1. Share holders of the Company shall be liable only to the extent of their share
holdings.
2. The Share Companys liabilities shall be met only by the assets of the
Company.
Article ELEVEN
Number of Directors and their Powers
1. The Board of Directors shall be the supreme organ of the Company.
2. The Company shall have Seven Directors as a matter of convention.
Article TWELVE
Number of Directors and their Powers
1. The Board of Directors shall be the supreme organ of the Company.
2. The Company shall have Five Directors as a matter of convention.

3. The Directors shall have the powers and duties as provided under the
Law, Memorandum of Association and Articles of Association and
shareholders meetings.

4. the Company shall have five directors which shall compose the Company's
Board of Directors. Hence, the following shall be the First Directors of the
Share Company.
4.1 ----------------------------------------------------- Board Chairman
4.2 ------------------------------------------------------ D/Board Chairman
4.3 ----------------------------------------------------- Board Secretary
Article THIRTEEN
Organization of the Company
1. The Board of Directors shall be the supreme organ of the Company.
2. Furthermore the Company shall have a managerial Organ called a General
Manager.
3. With out affecting the supremacy of the Board of Directors, the General
Manager shall have full powers to manage the affairs of the Company with in
the limits of the business purposes of the Company.
4. The Company shall have the staff necessary for effectively carrying out its
activities.
Article FOURTEEN
Auditors
Reputable External Auditors or a Group of auditors appointed by the General
Manager shall audit the annual balance sheet and profit and loss accounts of the
Company.
Article FIFTEEN
Duration
The company is established for an indefinite/---------------- period of time.
Article SIXTEEN
Reports
The annual performance of the company shall be submitted to the annual general
meeting of the members along with auditors report, which is to be published on an
official news paper .
Article SEVENTEEN
Adoption and Signature

The Share Holders of the Company have adopted the present Memorandum of
Association at the meeting held on --------------------- in the City of Addis Ababa,
Ethiopia.
Share Holders

Signature

1. -----------------------------------

------------------------------

2. ---------------------------------

------------------------------

3. ------------------------------------

-------------------------------

4. ---------------------------------

--------------------------------

5. -----------------------------------

---------------------------------

6. ----------------------------------

----------------------------------

7. ---------------------------------

-----------------------------------

Articles of Association of
-------------------Share Company
The Articles of Association form and integral part of the Memorandum of Association
of the Company mentioned above and have been drawn up and adopted by the
members of the Company in accordance with the Commercial Code of Ethiopia of
1960.
Article ONE
Share Registration
1. All shares shall be entered in a register to be kept at the Head office of the
Company and to the section of the Government entrusted with the relevant
responsibility.
2. The register shall contain the particulars enumerated under the relevant
provisions of the Commercial Code.
Article TWO
Rights of Members
1. Every
a.
b.
c.

Shareholder shall have the right to:

Participate in all meetings of the share holders
Vote at all meetings in which he/she participates
Inspect inventories, balance sheets and auditors reports at the head
Office and obtain copies thereof
2. Each share shall entitle the holder to one vote.
Article THREE
Transfer of Shares
1. There shall be no restriction on the transfer of shares between share holders.
2. Transfer, assignment, pledge of mortgage of shares outside the company
shall be approved by a majority of the shareholders representing at least
(three quarters) of the capital.
3. Transfer of a share shall be in writing and shall be of no effect unless they
have been entered in the register of shares.
Article FOUR
Devolution of Shares by way of succession
1. The shares of a deceased shareholder shall devolve upon his heirs.
2. A shareholder may leave his shares to the heir of his choice.
Article FIVE
General Meetings
1. The General Meeting of the shareholders shall be held at least once a year.

2. The Board of Directors shall call a general meeting of members whenever the
business of the Company so requires.
3. Share Holders representing more than ------------- of the capital may call a
General Meeting.
4. Share Holders shall be notified, by registered mail of the place, time and
agenda of the meeting at least -------------- days before the date of the
meeting.
5. The Board of Directors may appoint a secretary for the meeting.
Article SIX
Majority and Quorum
1. Without prejudice to provisions of sub-article (2) and (3) decisions hereof
decisions shall be taken by a majority of Share Holders representing more
than ------------- of the capital.
2. Amendments to the Memorandum or Articles of Association require a majority
vote of Share Holders representing (three quarters) of the capital.
3. A share holder may not be required to increase his contribution without his
consent.
Article SEVEN
Proxies
1. A Share Holder may appoint a proxy to represent him in general meetings.
2. The proxy shall exercise all powers and duties of the share holder unless his
authority is expressly limited.
3. The power of attorney of the proxy shall be in writing, signed and dated.
Article EIGHT
General Manager
1. The General Manger shall have powers as duly delegated to him so as to
undertake the affairs of the Company within the limits of its business
purposes.
2. Without limiting the generality of sub-article (1) the General Manager shall
have the following powers and duties;
a. Prepare and submit the Companys annual report to the general
meeting of the Share Holders.
b. Represent the Company before any judicial or administrative organ and
in all dealings of the Company with third parties
c. Recruit, employ, administer and dismiss employees; determine their
salaries and other remunerations
d. Negotiate and sign collective agreements
e. Upon a deliberation of the general meeting and with the approval of
the Board of Directors consent to settlement of disputes by arbitration
or compromise
f. Buy, sell, mortgage or pledge moveable or immovable properties in the
same condition provided under the provision of sub article e' above.
g. Borrow money, effect or receive payments up on the approval by the
Board of Directors or the General Meeting.
h. Open and operate bank accounts
i. Sign negotiable instruments
j. Open or close branches

k. Prepare the agenda of general meeting called by him or instructed by

the Board.
l. Delegate his power to other employees as may be necessary and with
the approval of the Board of Directors.
Article NINE
Remuneration of the General Manager
The remuneration of the General Manger shall be determined by the Board of
Directors.
Article TEN
Accounts
1. The management of the company shall establish and keep proper books and
accounts in accordance with the law and the generally accepted rules and
practices of business.
2. Said books and accounts shall be kept in the English Language
Article ELEVEN
Auditors
The auditors appointed under Article XII of the Memorandum of Association shall
have the following powers and duties:
a. Audit the books and securities of the Company
b. Verify the correctness of the inventories, balance sheet and profit and loss
accounts
c. Carryout such other functions as may be assigned to them.
Article TWELVE
Financial Year
1. The
end
2. The
and

financial year of the company shall begin on the first day of January and
of the thirty-first day of December.
first financial year of the company shall begin on the date of registration
end of the thirty first of December.
Article THIRTEEN
Reserve fund

1. One twentieth of the profit shall be transferred each year to the reserve
fund until said fund amounts to one tenth of the capital.
2. The General Manager may with the consent of Board of Directors, establish
an optional reserve fund.
3. Reserve funds shall bear no interest.
Article FOURTEEN
Dissolution
1. A judicial interdiction, bankruptcy or insolvency or death of a member shall
not cause dissolution of the company.
2. The company may be dissolved on the grounds specified by the Commercial
Code (Article 217-218, Article 495).
3. Where the dissolution of the Company has been decide upon, the general
meeting shall appoint one or more liquidators form among themselves or
from outside.

4. The liquidators shall manage the Company during the period of liquidation.
They shall in particular, have the power to sell the assets of the Company and
pay its debts.
5. The general meetings/Board of Directors appointing the liquidators shall
determine their remuneration.
6. The net proceeds of the liquidation shall be distributed among the members
in proportion to the shares they hold.

Article FIFTEEN
Adoption and Signature
The members have adopted the present Article of Association at the meeting held
on --------------------- in the city of Addis Ababa, Ethiopia.
Share Holders
1.
2.
3.
4.
5.
6.
7.

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Signature
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