5. Articles of Association
The articles of association shall be signed by the executive board and by the persons who signed the minutes of the stockholders’ meeting.
The document must specify:
- the name (firm name);
- the duration and purpose of the company, if the company is established for a fixed term or for the achievement of a specific purpose;
- the amount of the equity capital, the number of stocks and their nominal value;
- the rights of representation (whether members of the executive board are entitled to represent the company individually or jointly);
- the number of members of the supervisory board;
- special provisions regarding the transfer of stocks (if any are provided for);
- where the company has different categories of stocks, the categories of stocks (specifying the rights attached to each category) and the number and nominal value of stocks in each category;
- whether the stocks are registered stocks or dematerialised stocks;
- the principal types of business activities of the company;
- any other provisions that the stockholders consider material (optional);
- the date of signing.
The articles of association may authorise the executive board, for a period of up to five years, to increase the equity capital in the amount specified in the articles of association or by the stockholders’ meeting, provided that it does not exceed 30 per cent of the company's equity capital at the time the authorisation enters into force. In such a case, amendments to the articles of association shall be made by the supervisory board. In such a case, instead of the minutes of the stockholders’ meeting, a decision of the executive board on the increase of the equity capital and a decision of the supervisory board meeting on the amendments to the articles of association shall be submitted.
The right of the executive board to sign the articles of association may not be sub-authorised to a third person, as it is an exclusive right of the executive board.
Only provisions governing the company shall be included in the articles of association. The articles of association must not include information such as the legal address of the company, the specific persons who are stockholders or officers of the company.