2. The address of the registered office of the Corporation in the state of Delaware is Corporation Trust center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust company.

3. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.

4. The aggregate number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, without par value.

5. The names and mailing address of the incorporators are as follows: John I. Huhs and Sheri E. Bloomberg, LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, New York 10019.

6. The Corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal the Ву-Laws of the corporation.

8. Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.

9. A director of the Corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the directorʼs duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

10. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the shareholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the joint incorporators hereinbefore named, for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do hereby make this Certificate, declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereto set our hands this 8th day of July, 1997.

________________

Incorporator

________________

Incorporator

Текст 2

Shareholdersʼ Agreement

THIS AGREEMENT, made this _____ day of ______________ , 20____, by and between [insert name of first Shareholder], (herein after referred to as “Shareholder A”), [insert name of second Shareholder], (herein after referred to as “Shareholder B”), and [insert name of third Shareholder] (herein referred to as “Shareholder C”).

WITNESSETH:

THAT WHEREAS, the parties are in the process of associating as the sole shareholders in a Company to be known as XYZ, Inc (“Company”).

NOW, THEREFORE, in consideration of the mutual promises contained below, the parties agree as follows:

1. General Manager. It is agreed that Shareholder A shall serve as general manager of the Company under the direction and supervision of the Board of Directors overseeing and directing the daily operations of the Company and performing such duties as shall be delegated to him by the Board of Directors. In performing his duties, Shareholder A shall use his best efforts to promote the interests of the Company and shall take no action to the detriment thereof.

2. Compensation. It is agreed that Shareholder A shall receive the sum of ________ (US$________) monthly as gross salary for the services as general manager. Shareholder A salary hereunder shall be accounted for as an item of operating expense to be subtracted from receivables in determining profit to be divided among the shareholders hereto.

3. Profits. For so long as Shareholder A serves as general manager of the Company and for so long as Shareholder A holds FIFTY percent (50%) of the outstanding stock of Company, each party hereto shall be entitled to exactly FIFTY percent (50%) of the net profit of the Company payable no more frequently than quarterly.

4. Employment Termination. Either party hereto, or the Company acting through its Shareholders, shall have the right to terminate Shareholder Aʼs employment as general manager upon thirty (30) days written notice.

5. Non-Competition. Each party hereto agrees that for so long as both parties continue to be a Shareholder, owner, or in control of any shares of stock in Company, neither party will be engaged, employed, concerned, or financially interested, directly or indirectly, in the same or similar businesses that are being conducted by Company within [describe scope of jurisdiction subject to the non-compete, such as “within the geographical boundaries of the state of Colorado”] (“Jurisdiction”), nor shall he in any way compete with Company within said Jurisdiction.

6. Stock Transfers. Neither party may sell or otherwise transfer any interest in their stock in Company unless such stock is offered for sale at the price at which such stock is being offered to any third party; first, to Company and, if Company does not exercise its option to so purchase, then to the remaining Shareholders of record.

Such offer shall be made in writing by the selling Shareholder to the secretary of the Company and the Company shall have fifteen (15) days from the receipt thereof to manifest in writing an acceptance of said offer. If the Company does not respond within the manner and time required herein, the selling Shareholder shall make such an offer in writing to the then remaining Shareholders and any one or more of them shall have fifteen (15) days from their receipt thereof to manifest in writing their acceptance of said offer.

Should either the Company or the then remaining shareholders fail to accept such offer made as described above, then the selling Shareholder shall be free to sell to any third party the same number of shares as were offered to the Company and/or the Shareholders in accordance with the provisions of the above paragraph.

7. Buy-Sell. Should any of the conditions by applicable state law entitling a shareholder to initiate a proceeding for dissolution, either party hereto, not in default hereunder, may give notice in writing to the other party hereto of his desire to transfer his stock to said other, stating in the notice the sum of money which he is willing either to give for the other partiesʼ shares in the Company or to accept for his shares in it if the other party so elects. The party receiving such a notice shall, within ninety (90) days from the date thereof, elect either to sell his shares to the other or to purchase the shares of the other at the sum specified in the notice, and shall notify the party giving the notice of his intention to buy such partiesʼ shares or to sell his own. If the party to whom said notice is given fails to make an election in writing within ninety (90) days after the service of the notice, then the party giving notice may elect whether he will sell his shares or purchase those from the other party upon the terms contained in the notice. When a determination has been made as above provided, the party selling shall convey his shares to the party purchasing upon the payment of the purchase price and shall thereupon retire from any office or position held in the Company. It is fully understood that the provisions of this paragraph shall, as well as any other provision of this Agreement, be enforceable by a Court of competent jurisdiction at the instance of either party. It is, accordingly, the intention of the parties that should either party refuse to buy or sell although the other party has fully complied with the provisions of this paragraph in exercising his options hereunder, such other shall, without limiting his remedies, be entitled to proceed in a Court of equity to seek specific performance of the provisions hereof.

8. Company Approval. The parties agree that they and each of them shall do all things necessary in order to effect the Companyʼs approval and ratification of this Agreement. Such efforts shall include the voting of their respective shares in favor of a corporate resolution to be bound by the terms hereof.

9. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

10. Entire Agreement. This Agreement contains the entire understanding of the parties. It may not be changed orally, but only by an Agreement in writing signed by both parties hereto.

11. Waiver. The failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

_____________________________________

Shareholder A

_____________________________________

Shareholder B

_____________________________________

Shareholder C

Текст 3

MINUTES ON RESOLUTIONS OF THE SOLE DIRECTOR OF ILFORD TRADING LTD., Belize

On the 3rd day of May, 2010 in Nicosia, Cyprus there was held a Meeting of the Board of Directors of the company

ILFORD TRADING LTD.(the “Company”)

Present at the meeting:

Chairman: Robert Frederick Charles Rowell

Secretary: Robert Frederick Charles Rowell

The Chairman indicated that the purpose of the meeting was to confirm the change of the registered address of ILFORD Trading Ltd.

After a brief discussion of the matter brought before this meeting and upon motion duly made seconded, the following resolutions were unanimously approved:

IT WAS RESOLVED:

1) That the registered address located at Jasmine Court, 35 A Regent Street, Belize City, Belize, has been changed.

2) That due to the change of the registered office of the Registered Agent (Morgan &Morgan Trust Corporation (Belize) Limited ) the new business address from 1st February, 2010 is Withfield Tower, Third Floor, 4792 Coney Drive, Belize City, Belize.

3) That the new registered office since 1st February, 2010 is effective.

There being no further business to come before the meeting, it was adjourned and in witness thereof these minutes have been issued and signed on the date and place above written.

…………………………………. ………………………………….

Chairman Secretary

Signed and sealed this day in my presence by

Robert Frederick Charles Rowell Who is/are personally known to me. In testimony where of I have hereto set my hand and official seal this 06rd day of DECEMBER 2010

GEORGIOS DEMETRIOU Certifying Officer Nicosia – Cyprus

Текст 4

LION HOLDINGS CO. LIMITED (“the Company”)

WRITTEN RESOLUTION OF THE DIRECTORS OF THE COMPANY

passed in accordance with the Articles of Association of the Company (para. 107)

Dated this 23rd day of December 2015

WHEREAS, the Company is willing to and in order to comply with the applicable Cyprus Laws must perform an audit of the financial results for the year ended on December 31, 2015:

WHEREAS, no resolution of the members has been passed that restricts the powers of the directors to resolve on matters relating to the audit of the Company’s financial results for the year ended on December 31, 2015:

WHEREAS, the auditors appointment and the audited Financial Statements must be approved by the shareholders in accordance with the Companyʼs Articles of Association and applicable Cyprus Laws.

The undersigned, being ALL of the directors of the Company, hereby adopt the following written resolutions:

1. That the Company shall perform an audit to the financial results for the year ended on December 31, 2015 and prepare audited financial statements which give a true and fair view in accordance with International Financial Reporting Standards.

2. That the Company shall appoint M. Michaelides & Co., a Registered and qualified auditor, to perform the audit in accordance with International Standards on Auditing (ISAs), issued by the International Auditing and Assurance Standards Board (IAASB). Those standards require that the auditor will comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. The audit to be performed will involve performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, and will include such tests of transactions and of the existence, ownership and valuation of assets and liabilities as we consider necessary. The procedures selected will depend on the auditorʼs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. The audit will also include the evaluation of the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Companyʼs Directors, as well as evaluating the overall presentation of the financial statements.

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Юридический перевод. Учебное пособие по переводу с английского языка на русский

Предлагаемое учебное пособие направлено на обучение письменному переводу юридических текстов различных стилей и жанров как деятельности, объединяющей три этапа: переводческий анализ, перевод и редактирование. Особое внимание уделяется переводческому анализу текста. В пособии на базе современных концепций лингвистики и переводоведения системно излагаются особенности перевода английских юридических документов и рассматриваются основные закономерности процесса перевода специального текста. Оно содержит обширный практический материал, предназначенный как для работы над отдельными трудностями юридического перевода, так и для развития универсальных переводческих навыков.<br /> Адресовано студентам и слушателям юридических вузов, изучающим дисциплину «Профессионально-ориентированный перевод», а также может быть полезно лицам, владеющим английским языком и желающим познакомиться с основами теории и практики письменного юридического перевода с английского языка на русский.

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Юридический перевод. Учебное пособие по переводу с английского языка на русский

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Юридический перевод. Учебное пособие по переводу с английского языка на русский

Оглавление

Для бесплатного чтения доступна только часть главы! Для чтения полной версии необходимо приобрести книгу

Часть III.Хрестоматия

Глава 1.Юридические документы

ЛитГид

Помощь

Книги

ЛитГид в соцсетях

Часть III.
Хрестоматия

Глава 1.
Юридические документы