Memorandum of Association - Bulgarian Society for Dermatologic Surgery

of Single Member Limited Liability Company
“Bulgarian Society for Dermatologic Surgery”, Sofia City

Section І
GENERAL PROVISIONS

Status
Art. 1. (1) A single member limited liability company for the performance of business activities, hereinafter referred to as the “company”, shall be established.

Name, registered office and business address
Art. 2. (1) The company shall perform its business activities under the name “Bulgarian Society for Dermatologic Surgery” /„Българско дружество по дерматологична хирургия”/, which shall be indicated in its business correspondence. The company’s name may also be written in Latin letters as follows: “Bulgarian Society for Dermatologic Surgery”.
(2) The company shall have its registered office and business address at: Sofia city, postal code 1000, Sredets Quarter, No. 4А “Georgi Benkovski” Str., floor 3, apt. 13

Subjects of activity
Art. 3. The company’s subjects of activity shall include: ORGANIZATION OF CONFERENCES AND TRAINING COURSES, performance of specialized medical activities, diagnosis, consultations and outpatient TREATMENT OF PROBLEMS IN the field of Dermatology, Plastic and aesthetic surgery, plus a team of anesthesiologists and any other activity not prohibited by law.

Duration
Art. 4. The company shall be established for an indefinite period of time.

Branches and representative offices
Art. 5. The company may open branches and representative offices on the territory of the Republic of Bulgaria and abroad.

Registration and entry
Art. 6. The company’s incorporation documents shall be filed for registration in due time. The registration costs shall be borne by the Sole Owner.

Responsibility of the owner and the company
Art. 7. (1) The Company shall be liable for its obligations up to the amount of its property.
(2) The Sole Owner shall only be liable for the company’s obligations up to the amount of its share contribution into the capital of the company and shall be relieved from liability upon payment of the same.

Section ІІ
PROPERTY

Capital
Art. 8. (1) The capital of the company shall amount to BGN 2 (two Bulgarian Levs), shall belong entirely to the Sole Owner and shall be divided into 2 (two) shares of BGN 1 (one Bulgarian Lev) each.
(2) The Sole Owner shall pay 100% of the capital as a cash contribution to an accumulation account opened with a Bulgarian commercial bank in the name of the company.
(3) A cash contribution in foreign currency shall be recalculated at the rate fixed by the relevant Bulgarian commercial bank on the day of its payment.

Increase and reduction of the capital
Art. 9. The capital of the company may be increased or reduced in the cases and under the terms provided by the Commerce Act.

Transfer of shareholding
Art. 10. (1) A shareholding may be transferred to other persons or assigned in case of succession.
(2) The transfer of a shareholding or part of it shall be effected by written contract with notarized signatures and shall be entered in the Commercial Register.

Additional contributions
Art. 11. (1) In case of financial necessity, the Sole Owner may, without being obliged to, make additional contributions for a certain period of time, if the company’s property interests cannot be preserved otherwise.
(2) As soon as such necessity ceases to exist, the additional contributions shall be returned, unless the owner decides otherwise.

Funds
Art. 12. The company may, where necessary, create a Reserve Fund as well as other funds. The amount of and the terms for making deductions thereon, as well as the manner of their use and their purpose, shall be determined by the Sole Owner.

Section ІІІ
MANAGEMENT OF THE COMPANY

Managing bodies and competence of the Sole Owner
Art. 13. (1) Managing bodies of the company shall be the Sole Shareholder and the Manager, where such has been elected.
(2) The Sole Owner shall resolve all matters relating to the company’s activities, including but not limited to:
1. Amendment and supplementation of this Memorandum of Association;
2. Acceptance of partners, giving authorization to the transfer a shareholding to a new partner;
3. Defining the main directions of the company’s business activity;
4. Approval of the annual budget of the company, adoption of the annual financial statements, distribution of profits and resolving on its payment;
5. Resolving on the increase and reduction of capital;
6. Resolving on additional cash contributions and other ways to cover losses;
7. Resolving on the opening and closing of branches, representative offices, as well as on participation or termination of participation in other companies in the country and abroad;
8. Resolving on the acquisition and expropriation of real property and real rights thereon;
9. Resolving on the use and granting of loans;
10. Resolving on the provision of collateral;
11. Determination of the size and purpose of funds, as well as the terms for making any deductions thereon;
12. Resolving on filing claims on behalf of the company against the managers and the appointment of a representative for conducting the proceedings;
13. Resolving on the termination of the company and the appointment of a liquidator;
14. Appointment of certified accountants;
15. Resolving on the expropriation of substantial parts of the company’s property;
16. Appointment of procurator(s) of the company.

Section ІV
BUSINESS AND FINANCIAL ACTIVITIES

Legal basis
Art. 14. The company shall perform its activities in compliance with the Bulgarian law.

Business year
Art. 15. The company’s business year shall be complied with the statutory requirements and shall commence on January 1 and end on December 31 of each calendar year.

Accounting
Art. 16. (1) The company shall keep its accounting records in the Bulgarian language according to the Bulgarian accounting legislation. The Sole Owner may resolve that the accounting records be kept in a foreign language, the Bulgarian text taking precedence.
(2) The Sole Owner may appoint one or more certified accountants to verify and certify the company’s annual financial statements. Such verification shall be a condition for the adoption of the annual financial statements by the Sole Owner where, under the imperative provisions of the Bulgarian law, such statements must be subject to an independent financial audit.

Profit distribution
Art. 17. (1) After deduction of any taxes due and making any necessary deductions from the funds of the company, the remainder of the profit shall be transferred to the income of the Sole Owner.
(2) The Sole Owner may decide that part or all of the profit of a given business year for distribution be invested for the extension of the company’s own business activities.

Covering losses
Art. 18. In the cases where the annual balance sheet shows losses, such losses shall be covered by the company’s Reserve Fund, and where it is insufficient – by additional contributions, loans or otherwise – at the discretion of the Sole Owner.

Employment relations and social security
Art. 19. (1) The employment relations of the company employees shall be regulated in their individual employment contracts in compliance with the imperative provisions of the Bulgarian labor legislation.
(2) The company employees shall be insured according to the Bulgarian social security legislation.
(3) The company may, at its own discretion, also provide for additional social benefits for its employees.

Section V
TERMINATION AND LIQUIDATION

Grounds for termination
Art. 20. The company shall be terminated:
1. by resolution of the Sole Owner;
2. upon bankruptcy of the company or its owner;
3. by decision of the relevant court of competent jurisdiction, in the cases under Art. 155 of the Commerce Act;
4. where the company has been transformed by merger into another company.

Liquidation of the company
Art. 21. (1) Upon termination of the company in the cases of Art. 24, items 1 and 3, liquidation proceedings shall opened.
(2) The liquidator(s) of the company shall be the person(s) referred to in a resolution of the Sole Owner to this effect.
(3) The liquidation of the company shall be carried out under the terms of Chapter XVII of the Commerce Act.

Section VІ
ADDITIONAL PROVISIONS

Amendments to the Memorandum of Association
Art. 22. Any amendment or supplementation to this Memorandum of Association shall be valid if made in writing and signed by the Sole Owner.

Entry into force
Art. 23. This Memorandum of Association shall enter into force upon its being adopted by the Sole Owner and entered in the Commercial Register.

Section VІІ
FINAL PROVISIONS

Art. 24. The headings of the individual articles of this Memorandum shall only serve for convenience purposes. They shall have no bearing on the structure, interpretation and meaning of the relevant wording.

Art. 25. If, in a particular case, the Sole Shareholder fails to exercise its rights under this Memorandum of Association, this shall not be interpreted as a waiver of such rights in any subsequent case.

Art. 26. If any provision of this Memorandum of Association is, or becomes invalid, the Memorandum of Association shall remain valid in its remaining part. In such a case, it shall be interpreted in such a way that the economic objective set out by the invalid provision can best be attained.

Art. 27. For any issues not settled in this Memorandum of Association, the Bulgarian legislation shall apply.