Investors
Highlights
Statutes

Chapter I
Name, headquarters and corporate purpose

Article 1
The company adopts the name Dourogás Propano - Companhia Comercializadora de Propano, S.A.

Article 2
1. The company has its headquarters in Via Real, on Rua 31 de Agosto, nº12
2. The Company may, by resolution of the shareholders, create, install, transfer or close branches, offices and other forms of representation and working in Portugal or abroad, long as it is for the exercise of social object.

Article 3
The main object of the society is the retail, wholesale and conduct of combustible gases as well as other activities related to the main subject.

Article 4
In pursuit of its scope, the company may carry out all the borrowing and lending operations, managing earmarked funds, promote investment and business innovation and other activities, import and export materials and equipment and other assets related to the activity, rent equipment, buy and sell facilities including movable property, enter into leasing and rental of movable and immovable property contracts, develop representations, as well as everything else that society worth to act within the limits of the law and this contract.

Article 5
The company will last indefinitely.

 

Chapter II
Social capital, nominal value shares and bonds

 

Article 6
1. The capital is one million euros, already fully subscribed and paid in cash.
2. The social capital is represented by two hundred thousand shares of nominal value of five euros each. Shares of one, five, ten, twenty, fifty and one hundred may be issued.
3. Shares may be registered or bearer and may be mutually convertible by resolution of the shareholders in general meeting.
4. By resolution of the shareholders in general meeting, the actions may take the purely scriptural form without incorporation into titles, under the terms and conditions set forth in the Iaw.
5. By prior resolution of the shareholders in general meeting, and by the the request of the interested shareholder, the actions could be converted from registered shares into certificated or from book-entry registered into registered certificated form. Conversion costs are the responsibility of the interested shareholders unless the General Assembly decides to reverse.
6. The titles of the shares shall be signed by two directors, may be rubber stamped signatures authorized by the Board of Directors.

 

Article 7.
The Board of Directors is authorized to acquire for the company own shares representing up to ten percent of the capital, and beyond this limit, as prescribed by law.

 

Article 8.
1. The gratuitous or onerous transfer of registered shares depends on the consent of the company.
2. The company, through the determination of a simple majority of shareholders in a general meeting, it shall do so for the purposes specified in paragraph one within sixty days from the date of receipt of the request at the registered office of consent, under penalty of being free transmission.

 

Article 9.
1. It is up to the shareholders individually, the right of preference in case of disposal of shares, in favor of strangers to the company, under the same price and terms of payment projected cession. The willingness of preferring shall be declared in writing by the General Assembly to grant permission for their disposal.
2. Once declared such a will, the transfer price should prove to be fully paid within sixty days, under penalty of forfeiture.
3. If there is more than one shareholder to pretend prefer, will open up bidding among themselves, the balance being allocated to bid on behalf of the transferor partner.

 

Article 10
1. The company is authorized to obtain funds by issuing bonds, in any of its legal arrangements, or other securities under the laws in force at the date of issue.
2. The titles of obligations should be done by two directors, the signatures may be single seal previously authorized.

 

CHAPTER III
Corporate Bodies

Article 11.
Governing bodies are the General Assembly, the Board of Directors and the Single Auditor.

Article 12
The shareholders decide in accordance with Article fifty-four of the Commercial Companies Code, or general meetings, regularly convened and met in accordance with the law and these statutes.

Article 13
The Board of the General Assembly shall consist of a Chairperson, a Vice-Chairman and a Secretary, elected by the general assembly, renewable for periods of four years and may be shareholders or not.

Article 14
1. Convening notices to General Meeting, in addition to comply with legal requirements, will be made by ads or by registered mail, since all members are holders of registered shares, with at least thirty or twenty-one days respectively. They may also be sent by electronic mail with return receipt to shareholders that authorize, containing all the content requirements imposed by law.

2. In convening a second meeting date may be fixed, if the General Meeting is not held on first, for lack of a quorum, provided that between the two dates are separated more than fifteen days.

Article 15.
1. The General Assembly is composed of the shareholders entitled to vote and shall act in accordance with law. 2. Have voting rights shareholders who hold at least a hundred actions that are evaluated on their behalf, even though in usufruct, or deposited in his name or his representative, at the company or credit institution, within twenty days before the date of the meeting.
3. Each group of one hundred shares will have one vote.
4. Shareholders may be represented at meetings of the General Assembly giving his powers through a signed letter addressed to the Chairman, just being admissible representation of shareholders by other shareholders singular persons. 
5. Proposed by the Board of Directors or any shareholder, could the President of the General Assembly authorize the presence and participation at meetings, without voting rights, members of the officers of the company and not shareholders, when their participation is deemed necessary to clarify specific issues that are under consideration or discussion.
6. This decision, however, may be revoked by the Assembly, in legal terms.

 

Article 16.
The General Assembly shall meet in regular session in the first three months of each year for approval of the report and accounts and, extraordinarily, whenever the convocation is required by the Board of Directors, Supervisory Board or shareholders, as a whole, representing at least sixty percent of the capital.

 

Article 17.
1. The Company's management is exercised by a Board of Directors composed of three or five members, and may be elected one or two alternates, elected every three years by the General Assembly, the reelection of one or more times.
2. The General Assembly, when electing members of the Board of Directors shall designate which of them shall be the Chairman who has a casting vote. 
3. Upon the election of Directors, the General Assembly also designate which one will hold the casting vote in case of absence or disability of the President.
4. The Board of Directors shall meet at least once every quarter urn.

 

Article 18.
1. The Board of Directors, without prejudice to the powers that are vested by law:
a) exercise the full powers of management, practicing all acts and operations necessary for the continuation of corporate scope.
b) Decide, under the equity participation of other public companies, or shares, assuming the shares and bonds to effect both by simultaneous foundation such as successive. Acquire shares on the stock exchange or outside, subscribe shares in capital increases, make capital contributions and accepting fulfill social roles, attending general meetings voting and exercising all rights and fulfilling all the obligations associated with such investments.
c) Decide on the implementation of associations with other legal entities for forming complementary groups of companies, new companies, consortia and associations in attendance, signing contracts for the purpose and assuming the rights and obligations of such associations.
d) Respect the rules of a thorough and efficient management, on the investments of the society resources.
e) Undertake the divestment of the shares, observing the legal provisions, so as much as possible, programmed, ensuring the appropriate development opportunities, liquidity and investment opportunity staggering.
f) To appoint attorneys in harrmonia with the law by setting them always under the mandate.
g) Represent the company in or out of court, in any Ministries, Agencies, Notaries, Registry Offices, actively or passively, and may confess, withdraw or compromise in any civil actions, criminal, administrative, labor and fiscal, of any value and any level of jurisdiction or authority, as well as commit to voluntary arbitration and may transfer these powers of attorney, general or particular, to advocate or solicitor in accordance with its own capabilities. 
h) Administer movable and immovable property, pertaining to the business of the company, by providing repair, maintenance and implementation of improvements necessary, useful or voluntary, acquire any business or lease, permit or prohibit subleases, terminate leases and promote dump tenants and other occupants, receive and collect rents, allowances and other income relating to the company, demand the fulfillment of obligations, still practicing all acts and functions expressly enshrined in article four of these statutes.
i) Adjust and celebrate transportation contracts, insurance contracts of any kind, signing insurance policies and other documents necessary to participate, actively or passively, in public or private contests, or any other form of public procurement, opening contests, defining programs and procedures, formulating and receiving bids, accepting and giving awards and celebrating the respective contracts.
j) Arrange, dispose of or encumber, acquire and engage, actively or passively, relating to any moveable property, merchandise, title and rights and may decide the price conditions, forms and payment deadlines, acquire real estate, mortgage distrust for and extinguish, establish, recognize, accept, transmit, share, modify, or terminate all or part of profits, easements, communions, properties, surface rights and any other real or personal rights, excluding prohibited by law and which are reserved to the competence of the General Assembly.
k) Free, accept, vouch, endorse, collect, pay, discount, negotiate and protest bills of exchange, checks, and other credit, open and cancel bank accounts, with or without personal or real guarantees or collateralized, constitute guarantees and other personal guarantees in favor of third parties, contracting loans with or without interest, with personal or real guarantees, including mortgages.

2. In the performance of its duties concerning the pursuit of corporate interests, the Management Board may:
a) Prepare and submit to other corporate bodies opinions and proposals of general company policy, objectives, programs and annual and multi-year budgets.
b) Propose the capital increase and the issuance of bonds by imposition of corporate interests, requesting the necessary preliminary reports.
c) Delegate to one or more of effective managers with the legal limits, powers resolution of certain matters within the competence of the administration.

 

Article 19.
1. The company is obliged:
a) The signatures of two directors or three, depending on whether the Management Board are three or five members;
b) The signatures of one or two Directors and an attorney under, on this, the respective term, respectively on the Boards of Directors of three or five members;
c) The signature of an attorney, under special powers which have been conferred by the Board of Directors;
2. For acts of mere expedient, just the signature of a single Director, or one prosecutor empowered for that purpose.

Article 20.
1. The audit of the Company shall be exercised by a single Fiscalthat should be chartered accountant or the statutory auditors of society, and that may not be shareholders of the company, being elected by the General Assembly for a renewable term of four years, which perform the duties prescribed by law.
2. Will be elected an alternate fiscal, also statutory auditor or statutory audit firm and is not a shareholder of the company, for identical periods of time, to ensure under the law replacing the single tax effective, if unable to attend.

 

CHAPTER IV
General Provisions
Article 21. The fiscal year coincides with the calendar year.

Article 22.  Elections for all corporate positions will be made every three years, reelection permitted by one or more times.

Article 23. The right to compensation for performing social functions, and fixing the amount shall be fixed annually by the General Assembly.

Article 24. The remuneration of board members may be fixed or mixed and can therefore be partly composed of a percentage not exceeding ten percent of the profit, determined in accordance with the rule set forth in paragraph three of article three hundred ninety-nine the Companies Code.

Article 25. The liquids profits of each year, after deduction of the legal percentage for the establishment or increase the legal reserve, and the amounts that the General Assembly, without any limits, decide, by majority vote, affect other reserves, or other applications of social interest, including the stabilization reserve of dividends will be distributed among the shareholders in proportion to the shares they hold and given the right to a priority dividend of preferred shares without vote if they exist.

Article 26. The dissolution and liquidation of the Company shall be made ​​in accordance with law.

Article 27. For all matters arising from this contract of society, particularly for those that may occur between the company and its shareholders, it is expressly agreed that the jurisdiction is the registered office of the District, with express renounce to any other.

Article 28. Are already elected for the term ending on December 31, 2010.

Cookies Policy Sitemap
Subscrive

By submitting this form you are agreeing to our Privacy Policy
© Copyright 2019 - Dourogás Propano. All Rights Reserved.   Top · Feed RSS ·
      Community support