SOCIETY CONTRACT
Emmaculate Mhizha of legal age, single, daughter of Obert Timothy Mhizha and
Crimilda Chivure of Zimbabwean nationality, holder of Identity Card No. 54-
2018008H-54 issued on 18/10/2018 by the National Directorate of Civil
Identification of ………, resident in Maputo, Neighborhood Mafalala , Q 15 ,
hereinafter referred to as the holder, enters into a partnership agreement
that will be governed by the following clauses:
Clause One
(Name)
The company is incorporated as a single-member limited liability company,
of a simple nature, adopting as its name OBERT INVESTMENTS, SU, LDA.
Clause Two
(Headquarters)
The company shall have its head office in the City of Maputo, Avenida
Julius Nyerere
Clause Three
(Object)
1. The single-member limited liability company has as its corporate purpose
thesale of farm products (CABBAGES,PEAS AND TOMATOES).
2. The company may carry out other activities that are related to the above,
which are permitted by applicable legislation.
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3. It may also acquire, manage and dispose of shares in other companies,
even if their purpose is an activity different from its own.
Clause Four
(Duration)
The company shall have an indefinite duration, starting its activities on the
date of its registration.
Clause Five
(Share Capital)
The share capital shall be 10,000.00 Mt (ten thousand meticais),
corresponding to one hundred percent of the share (100%), with a nominal
value equal to the amount of the share capital, belonging to the sole
shareholder.
Clause Six
(Administration)
1. The management and administration of the company, as well as its
representation within or outside it, actively and passively, shall be the
responsibility of the sole shareholder, who is hereby invested in the capacity
of administrator;
2. The administrator of the company shall be responsible for the use of the
firm and the representation of the company, and may, for this purpose,
individually carry out all acts necessary or convenient to manage, direct and
guide the business of the company and matters related thereto.
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Clause Seven
(Form of Obligating the Company)
The company shall be validly bound by the signature of the administrator, in
all acts and contracts, and the latter may, for certain acts, delegate powers
to a specially appointed attorney, under the precise terms and limits of the
respective mandate.
Clause Eight
(Fiscal Year and Balance Sheet)
The financial year shall be closed on December 31 of each year, upon
preparation of a balance sheet and other accounting documents, with the
sole shareholder being entitled to any profits or losses ascertained.
Clause Nine
(Resolution of the sole shareholder's shares in relation to the
company)
1. If the sole shareholder of the company dies or is interdicted, the company
will continue its activities with the heirs and successors of the incapacitated
person.
2. If this is not possible or if they are not interested, the value of their assets
will be determined and liquidated based on the company's financial situation.
On the date of the resolution, the remaining assets will be fully withdrawn.
Clause Ten
(Dissolution and liquidation of the company)
The company may be dissolved on the initiative of the sole shareholder, who,
in this case, will directly carry out the liquidation or appoint a liquidator,
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dictating the form of liquidation. Once the debts have been paid and the
obligations of the company have been extinguished, the remaining assets
will be fully incorporated into the assets of the owner.
Clause Eleven
(Resolutions)
The company's resolutions will be taken by the sole shareholder, and the
highest resolution may be taken by the same shareholder representing the
company.
Clause Twelve
(Omissions)
Any omissions or doubts that arise will be settled in accordance with the
applicable legislation in Mozambique.
And in this way, it is fair and contractual, the sole partner is obliged to
comply with the clauses of this contract and, sign this instrument in two
copies, of the same content and form, the first being intended for filing in the
company in accordance with the law, and the others, for the use of the
partner.
Maputo, March 20, 2024
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