Limited Liability Society
Article 1. General Provisions
1. Limited Liability Society “Energotrans” (hereinafter the “Company”) has been founded pursuant to the Law of Georgia on Entrepreneurs.
2. The Company emerges from the moment of it registration in the Entreprenual Register, and exists for an indefinite duration.
Article 2. Organizational and Legal Form of the Company
1. Organizational and legal form of the Company is a “Limited Liability Society”, in short – Ltd.
2. The Company constitutes a legal person in accordance with the laws of Georgia.
3. The full name of the Company is: Limited Liability Society “Energotrans”.
4. The Company has its independent balance, seal, and dully registered firm name and trademarks, and bank account.
5. The legal address of the Company: 16 Kindzmarauli street, Tbilisi, Georgia.
Article 3. Main Directions of the Business
1. The main directions of the Company’s business activities are as follows:
a) Provide the electricity transmission (transportation, transit) services;
b) Ensure the reliable operation of the electric power transmission network;
c) Retrofit the Company’s own electrical grid facilities; prepare and implement their further development program;
d) Prepare the design and cost estimates for overhauls and rehabilitation of the electrical substations and transmission lines, and construction of the new transmission lines; provide for the appropriate construction works and create conditions facilitating attraction of foreign investments;
e) Providing performance of the works required for overhauls, rehabilitation, reconstruction and operation of electrical plant and equipment in accordance with the requirements prescribed by applicable laws;
f) Ensure the comprehensive metering for the electricity transmission and efficiency of related services;
g) Provide supervision and control over operation of the power equipment, installations, structures and devices, relay protection and automation systems, implementation of the emergency control measures, and investigation of the emergency reasons;
h) Within the assigned authority limits, issue and approve the terms of reference for designing the new electric power facilities;
i) Subject to its authority limits, participate in the development of normative documents related to the State regulation of electricity tariffs;
j) Improve social conditions of the employed personnel, and upgrade their knowledge and qualification;
k) Exercise other authorities envisaged by the law.
2. The Company shall be entitled to carry out any activities, which does not contradict with the applicable laws and interests of the Company and its Partners.
3. The Company shall carry out its activities in accordance with the applicable laws, based on mandatory licensees and permits if applicable.
4. The principal goal of the Company is to gain profit in result of the lawful entrepreneurial and commercial activities.
Article 4. Company’s Capital and Property
1. The Company owns the equity capital, which is specified in the financial and other relevant documents envisaged by the law.
2. The owner of 100-percent share in and the only Partner of the Company is the Limited Liability Society “Georgian State Electrosystem” (Legal Address: 64 I. Chavchavadze Avenue, Tbilisi; State Registration Date: November 12, 2002, Identification Number: 204995176, Representative: Rehabilitation Manager, Individually).
3. For attracting the incremental funds, the Company shall be entitled to take a special-purpose loan and attract the free funds from both legal and physical persons, subject to the rules prescribed by the laws.
4. Company’s equity capital may be changed by resolution of the Partners. Resolution on amendment of the equity capital shall not require registration at the Entrepreneurial Registry.
5. In case the Company’s equity capital is increased, respective contributions of the Partners may be made at once or in installments – based on the Company’s specific reasonable request prepared in writing or/and by discretion of the Partners within the reasonable term after the date when the decision on increase of the equity capital is made.
6. The value of in-kind contribution into the Company’s equity capital shall be determined by the independent expert (audit). No assessment of the independent expert (audit) shall be required for in-kind (proprietary) contribution into the Company’s capital based on resolution of the Partners, in the event such in-kind (proprietary) contribution into the Company’s capital occurs no later than 12 calendar months after acquisition of such contribution (property), except when the Partner may have the justified doubt that material value of the in-kind (proprietary) contribution has been changed.
7. The value of contribution into the Company capital shall be posted into bookkeeping ledgers of the Company in the national currency.
Article 5. Rights and Responsibilities of the Partner
1. The Partner or its authorized representative(s) shall be entitled to:
a) Participate in the Company management;
b) Request the documents related to the Company’s economical activity, familiarize itself with such documents by its own or through the independent expert, make copies of the documents, request information from the Director in compliance with its unilaterally approved rule and form;
c) Participate in distribution of the Company’s profit or other property in accordance with number of the owned (possessed) shares;
d) Raise an issue before the Partners’ Meeting on appointment and/or dismissal of the Director(s);
e) Request checking of the economical activity or entire annual balance sheet In the event the Partner believes that breaches occur;
f) Exercise other authorities envisaged by the Law of Georgia on Entrepreneurs and other applicable normative acts of Georgia.
2. The Partner shall be entitled to request convening of the Partners’ Meeting with indication of its goal and grounds. In the event this request is left without any response, or no persons exist who are the subject of the request then, depending to the case concerned, the Partner shall be entitled to solely convene the meeting.
3. The Partner shall be obliged to:
a) Abide with the Company Charter;
b) Act in accordance with the applicable laws;
4. The authority of the Company’s Partner (Partners’ Meeting) shall be exercised by the only Partner of the Company – Limited Liability Society “Georgian State Electrosystem”.
Article 6. Governing Bodies of the Company
1. The governing bodies of the Company are:
a) Partners’ Meeting;
b) Supervisory Board;
c) Director (Director, Deputy Directors).
Article 7. Meeting of Partners
1. The supreme governing body of the Company is the Meeting of Partners.
2. The Meeting of Partners shall be held at least once annually at the last legal address (or other address), within two months from preparation of the annual balance sheet (financial statements), by one week written invitation including draft agenda to be sent by the Director to the Partner via the registered mail. The Partner shall be entitled to amend the agenda within three days after its receipt.
3. The Company’s Partner and Director, as well as, in the circumstances envisaged by this Charter, the Supervisory Board, shall be entitled to convene the Partners’ Meeting by sending the registered mail or using other communication allowing addressee to acknowledge receipt of the information sent.
4. The Meeting of Partners shall be valid if attended by the Partner(s) holding the majority votes.
5. The sessions of the Meeting of Partners shall be chaired by the person appointed by the Partners’ Meeting.
6. Resolutions of the Meeting of Partners shall be recorded into the minutes, which shall be prepared and signed by the chairperson of the meeting.
7. The Meeting of Partners shall take decisions in accordance with Articles 91 and 47 of the Law of Georgia on Entrepreneurs on:
a) Approval of the business plan for Company development;
b) Purchase, disposal and possession (other than the regular activities) of the Company’s property;
c) Commencement/ceasing of the new/existing types of production and economical activities;
d) Amending the data in the application for registration and the Charter;
e) Appointment, dismissal, entering into agreement with the Directors and approving their reports;
f) Selection and dismissal of the auditor;
g) Issuance and withdrawal of the proxy;
h) Accepting or rejecting proposal of the Director on allocation (use) of profits, taking decision on allocation (use) of net profit in accordance with the applicable laws;
i) Approval of the annual results;
j) Reorganization or liquidation of the Company;
k) Formation and liquidation of the subsidiaries;
l) Establishment of the Supervisory Board;
m) Investments, which annual value in whole or in part exceeds 50 percent of the total value of the Company’s assets;
n) Undertaking liabilities which value in whole or in part exceed 50 per cent of the total value of assets of Company;
o) Securing liabilities, which are out of the regular business scope, and which value exceeds 50 per cent of the total value of the Company’s assets;
p) Participation of the executive officers in the distribution of profits and general revenues, and determining their retirement payments;
q) Exercising other rights with respect to the Directors or the Partners, which come out from foundation or management of the Company, as well as representation of the Company in proceedings instituted against its Directors.
r) Requesting payment of the contributions;
s) Returning the supplementary contributions;
t) Increase of the Company capital by means of the new/supplementary contributions;
u) Other issues concerning the Company’s business envisaged by the law.
8. In the event when the only one Partner exist, decisions of the person authorized by such Partner in accordance with the applicable law shall be deemed to be equal to the decisions of the Partners’ Meeting.
Article 8. Supervisory Board
1. The Supervisory Board shall consist of the elected Chairperson, two deputies and three members.
2. Each member of the Supervisory Board shall be elected for three years term, though the members’ authority shall survive after expiration of this term until the next Meeting of Partners is held. The Meeting of Partners shall be entitled to dismiss any member of the Supervisory Board at any time prior to expiration of his/her term.
4. Any person may serve as a member of the Supervisory Board.
5. The Supervisory Board shall elect the chairperson and two deputy chairpersons. The chairperson shall convene the meetings, define agenda, and prepare and sign the minutes. When the chairperson is unavailable, he/she may appoint one of the members as his/her replacement who will undertake his/her duties during such absence.
7. The Supervisory Board meetings shall be held at least quarterly. The invitations including the proposed agenda shall be made in writing or any available form and sent at least eight days in advance.
8. The Supervisory Board meeting shall be valid if at least more than a half of its members or votes are present.
9. The members of the Supervisory Board may be paid remuneration by decision of the Meeting of Partners, including reimbursement of other expenses related to exercising their authorities.
10. The tasks and competencies of the Supervisory Board are as follow:
a) The Supervisory Board shall exercise control over the activities of the Director, and be authorized to submit to the Meeting of Partners the reasonably motivated proposal on dismissal of the Company’s Director;
b) The Supervisory Board may, at any time, request from the Directors submission of report on Company’s activities;
c) The Supervisory Board may, at any time, control and check the financial documents and proprietary facilities of the Company;
d) When it is necessary for the Company, or required due to its interests, the Supervisory Board shall convene the Meeting of Partners;
e) The Supervisory Board shall check in advance the annual reports, proposals on distribution of the profit, and reports about these to the Meeting of Partners;
f) The Supervisory Board shall review and make decision on, as well as in the cases envisaged by this Charter and prescribed by the law, agree with the Partners, the issue on undertaking the liabilities, which value(s) individually or in the whole exceed 500,000 GEL;
g) The Supervisory Board shall review the issues, which are beyond the regular activities of the Company;
h) The Supervisory Board shall exercise authorities envisaged by this Charter, the Law of Georgia on Entrepreneurs and other legal acts.
Article 9. Director
1. The Company shall have a director. The Company’s Director shall be appointed by the Meeting of Partners.
2. The Director shall carry out a routine management of the Company. The Director shall represent the Company in relationships with the third parties.
3. The managerial authorities of the Director shall be as defined by this Charter and in accordance with the applicable law.
4. The Director must conduct the Company’s business with the diligence and fairness of a genuine businessman, specifically with the care an ordinarily prudent person in a like position would exercise under the similar circumstances; and in a manner he or she reasonably believes to be in the best interests of the Company. In case of breach of this duty, the Director shall be directly and personally (or in case of the multiple directors – jointly and severally) liable to the full extent of own property for any resulting loss or damage incurred by the Company unless he or she proves that did not breach its assigned duties.
5. If the Company becomes insolvent, the Director without any unjustified delay, but no later than within three weeks after insolvency occurred, shall declare about it in accordance with the Law of Georgia on Insolvency Proceedings, and inform on this the Partner and the Supervisory Board by 15 calendar days notice.
6. Director shall notify the Partner and the Supervisory Board in advance about the danger of possible execution filing against the Company’s property.
7. The Company shall employ the Deputy Director(s), which by the resolution of the Meeting of Partners may be assigned the executive or representation authorities in the third party dealings.
Article 10. Responsibilities of Supervisory Board Members and Director
Responsibilities of the members of the Supervisory Board and the Director shall be defined in accordance with this Charter, Law of Georgia on Entrepreneurs and the applicable laws.
Article 11. Annual Results
1. The annual results shall be reflected in the Company’s balance sheet and accounts to be submitted by the Director to the Supervisory Board, which in turn presents them to the Meeting of Partners in a form of annual results.
2. The Director shall prepare the report on the annual and economical statements, as well as the proposal on distribution of the net profit and submit them to the Supervisory Board for review. The Supervisory Board shall submit the approved proposal on distribution of the profit to the Meeting of Partners.
3. Use of the net profit shall be regulated in accordance with the applicable laws.
Article 12. Accounting and Reporting
1. The Company shall carry out accounting and statistical recording with a scope and frequency defined by the applicable laws.
2. At least annually, the Director shall present a report, which should include, inter alia, information on the progress of the business plan implementation.
3. Financial year of the Company shall be the calendar year from January 1 to December 31 inclusive.
Article 13. Control Over Company’s Activity
1. Control over activity of the Company shall be carried out by the Supervisory Board and Meeting of Partners.
2. The Company shall engage the independent auditor by request of the Partner, when required for the purpose of exercising control over the financial performance of the Company,
Article 14. Reorganization and Liquidation
1. The Company can be terminated in the following two ways:
a) Reorganization (amalgamation, merger, division);
2. Decision on liquidation shall be made only by the Meeting of Partners or the court pursuant to the applicable laws.
3. Together with making decision on liquidation of the Company, the Meeting of Partners shall appoint the liquidation commission (liquidator).
4. Reorganization and liquidation of the Company shall be conducted in accordance with the Law of Georgia on Entrepreneurs.
Article 15. Supplementary Provisions
1. Should any one or several provisions (articles) of this Charter become invalid, this shall not lead to annulment of this Charter.
2. This Charter may be amended or supplemented, and the new charter may be approved by the Meeting of Partners.
3. Each amendment of or addendum to this Charter shall automatically constitute its integral part.
4. The effective Charter of the Company shall be kept in the Company itself.
5. This Charter is made in three (3) counterparts, each having the equal legal force.