Memorandum of Association Fujairah Oil Technology Limited Liability Company On this Tuesday 29 of November 2005, it is agreed between:
EXHIBIT
10.1
Fujairah
Oil Technology
Limited
Liability Company
On
this
Tuesday 29 of November 2005, it is agreed between:
1st
Party,
M/s, Trans Gulf Petroleum Co., U A E national, Its address: P.O. Box: 2000,
Fujairah, United Arab Emirates., TEL 00 0000000, represented by Its general
Manager Xx. Xxxxxx Xxxxx Xxxx.
2nd
Party,
M/s, SulphCo Inc. American national, the territory primary address P.O. Box
1207
Jeddah 21453 Saudi Arabia Kingdom represented by Its Chairman & CEO Xx.
Xxxxxx X. Xxxxxxxxx.
to
establish a limited liability company in the Emirates of Fujairah between
mentioned above. The company will be exempted from Establishment requirements
particularly article no 22 from the provisions of U.A.E. Federal Law No.
(8) of
1984 in respect of Commercial Companies and amended, it is agreed on the
following terms and conditions:
ARTICLE
NO. (1)- NAME OF THE COMPANY
The
name
of the company shall be Fujairah Oil Technology (Limited Liability
Company).
ARTICLE
NO. (2)- PRINCIPAL OFFICE OF THE COMPANY:
The
Principal Office of the Company shall be in Fujairah, United Arab
Emirates.
The
Company may set up other branches, offices or agencies inside or outside
United
Arab Emirates.
ARTICLE
NO. (3)- OBJECTS OF THE COMPANY
The
purpose of the company is:
| 1. |
To
implement the SulphCo technology that reduces sulfur and upgrades
crude
and refined oils through a patented ultrasonic
process,
|
| 2. |
To
Purchase the Heavy or the medium crude oil and to sell the processed
oil
|
| 3. |
Marketing
oil & oil products
|
| 4. |
To
import machinery, computer and the ultra sound equipment related
to its
activities.
|
| 5. |
To
produce machinery, computer and the ultra sound equipment related
to its
activities.
|
Company
activities will include all related activities or ancillary by way of relating
its objectives.
The
company may set up subsidiary establishment or bodies, or may have interest
in
or enter into agreement, joint-ventures partnership with other companies,
establishment or bodies practicing work similar to its own, both inside and
outside the U.A.E. The above mentioned purpose shall be interpreted wildly
without restrictions.
ARTICLE
NO. (4)- DURATION OF COMPANY
The
duration of the Company shall be twenty five (25) years commencing from the
date
of registration in the Commercial Register. This duration could be prolonged
or
shortened by a resolution of the General meeting of the Partners if the object
of the Company so necessitated.
ARTICLE
NO. (5)- CAPITAL OF THE COMPANY
The
Share
Capital of the Company shall be one million (Dhs. 1,000,000.) Dirhams divided
into one Thousand (1000) shares, of one Thousand (1000) Dirhams
each.
The
said
Shares are held by the Partners as follows:
1st
Party,
M/s Trans Gulf Petroleum Co., U A E. national Numbers of shares 500. Its
value.
Dhs, 500,000. Percentage of Capital 50%.
2nd
Party:
M/s, “SulphCo, Inc. American national Numbers of shares 500. Its value
Dhs.
500,000. Percentage of capital 50%.
ARTICLE
NO. (6)- SHARES
| (A) |
Each
share in the share capital of the company entitles the holder thereof
to
equivalent share in the profits of the company and the ownership
of its
assets. The Partners are not liable for the debts and obligations
of the
company except to the value of their respective shares in the
company.
|
| (B) |
All
shares shall be ordinary shares having equal rights and obligations
and
shall be subject to the provisions of this Memorandum of
Association.
|
| (C) |
The
rights and obligations relating to each share shall continue to
be
attached to such share in the hands of any person who owns it.
The
ownership of the share shall result in accepting the provisions
of this
Article of Incorporation and the resolutions of the General
Meeting.
|
ARTICLE
NO. (7)- TRANSFER OF SHARES
| (A) |
Any
Partner may transfer his shares in the Company to one of the Partners
or
to a Third Party under an official
instrument.
|
| (B) |
If
any Partner intends to transfer his share to a Person other than
a Partner
whether against any consideration or not, the said Partner shall
inform
the remaining Partners about the transfer conditions through the
Board of
director who shall inform the Partners immediately after receiving
the
notice. Any Partner may claim to redeem the share for the price
which may
be agreed upon, and in case of disagreement the price shall be
estimated
by the Company’s auditor on the redemption date. If no Party used the
redemption right after thirty (30) days of the date of the notice,
the
Partner shall be at liberty to dispose of his share, as he may
deem fit.
|
| (C) |
If
more than one Partner used the right of redemption, the offered
share or
shares shall be distributed between them in proportion to their
respective
shares in the capital.
|
| (D) |
No
transfer shall be binding on the Company or others save as from
the date
of entering the transfer in the Partners’ Register and in the Commercial
Register. The Company may not refuse to enter the transfer unless
it
violates the provisions of this Memorandum of
Association.
|
ARTICLE NO. (8)- REGISTER OF PARTNERS
| (A) |
The
Company shall maintain a register of the Partners which shall contain
their names, places of residence, addresses, nationalities, professions,
number and value of shares held by each Partner and the transaction
taking
place on such shares together with the dates of such
transactions.
|
| (B) |
The
assignment or transfer of shares with the date and signature of
assignee
in case of depositions of shares among living persons and the signature
of
the Board of director and the person on whom the shares have devolved
in
case of transfer by death. The Company or third parties shall not
be
affected by such assignment or transfer except from the date of
its entry
in the Register of Partners and the Commercial
Register.
|
Each
party may inspect the Register of Partners during the working hours of the
company.
ARTICLE
(9) - MANAGEMENT OF THE COMPANY
The
Company shall be managed by nominated representatives of the Board of Director
who nominated by general assembly of the company.
ARTICLE
(10)-
The
Board
of Director shall supervise, oversee and manage business and affairs of the
company, including but not limited to conducting the following
powers:
| 10-1 |
Appoint,
dismiss, and replace director/s, staff, workers and employees of
the
company and determine their salaries, wages and remuneration and
to
allocate their duties and powers.
|
| 10-2 |
Pay
the amounts sign, assign, sell and settle all bills of exchange
enter into
the contracts, agreements and deals relating to the transactions
of the
company.
|
| 10-3 |
Deal
with bank, open, manage, operate and close any and all of the bank
accounts of the company in the United Arab Emirate or elsewhere
with the
right to execute all banking documents, deposit or withdraw money
and sign
all statements, accounts, bills, Cheques, notes and other similar
instruments
|
| 10-4 |
Purchase,
lease or otherwise acquire moveable or immovable property and/or
sell,
exchange, lease or otherwise dispose any of the said properties
belonging
to or held by the company.
|
| 10-5 |
Appoint
and remove lawyers, accountants, financial experts and other professional
consultants.
|
| 10-6 |
[skipped
number]
|
| 10-7 |
Represent
the company before the Government, the Municipal Authorities, Department
of Economics & industry, various Ministries, Customs and immigration
departments and Authorities, the labor department, the Rulers office,
the
Chamber of Commerce & Industry, the Courts and any other Governmental
or Semi-Governmental authorities or departments in the United Arab
Emirate
and abroad and before all companies and individuals for all purposes
whatsoever.
|
ARTICLE (11) - FINANCIAL MANAGEMENT:
| (A) |
The
Company’s Board of director shall prepare the Company’s Balance Sheet and
profit and loss account. It shall also prepare the Annual Report
of the
Company’s activities, its financial position and the proposal for the
distribution of profits. All the above should be completed within
three
(3) months from the end of the Company’s Financial
year.
|
| (B) |
The
Balance Sheet and the Profit and Loss Account shall be submitted
to the
Annual General Meeting for
approval.
|
ARTICLE
(12) - GENERAL MEETING:
| (A) |
The
General Meeting of the Company shall consist of all the Partners
and shall
be convened in the Emirate of Fujairah by the Board of director
of the
Company at least once in every year not later than the four (4)
months
after the end of the financial year. The Board of director shall
convene
the General Meeting if so required by a number of partners holding
not
less than one quarter (1/4) of the
Capital.
|
| (B) |
General
Meeting require not less than twenty one (21) days notice to be
sent to
every Partner accompanied by the agenda, time and place of the
meeting.
|
| (C) |
Every
Partner shall have the right to attend the General meeting regardless
of
the number of shares held by him. He may authorize another Partner
to
represent him in the meeting. Every Partner shall be entitled to
a number
of votes equal to the shares held or represented by
him.
|
| (D) |
The
Agenda of the General Meeting shall include the following
matters:
|
| 1. |
Listen
to the Board of director’s report on the Company’s activity and its
financial position during the year, as well as the auditor’s
report.
|
| 2. |
Discuss
and approve the Balance Sheet and Profit and Loss
Account.
|
| 3. |
Determine
the dividends to be distributed among the
Partners.
|
| 4. |
Appoint
and determine the remuneration of the Board of
director.
|
| 5. |
Other
related matters under the provisions of law or this Memorandum
of
Association.
|
| (E) |
The
quorum of partners before a General Meeting proceeds to business
shall be
the Partners in person or by a proxy given to another partner who
is not a
Board of director, provided that the partners holding not less
than
seventy five per centum (75%) of the Share Capital of the Company
are
present either in person or by proxy given to another partner who
is not a
Board of director. The resolution of the General Meeting of the
Company
shall only be valid if adopted by at least seventy five per centum
(75%)
of the votes representing the share capital of the
Company.
|
If
this
majority was not present in the first meeting the Partners shall be called
for a
second meeting to be convened twenty one (21) days after the date of the
first
meeting. Decision in the meeting shall be taken by the majority of
votes.
| (F) |
Minutes
shall be prepared for the discussion of the General Meeting. All
minutes,
decisions of the General Meeting shall be maintained in a Special
Register
to be signed by the attending members, and kept in the Company’s office.
Any Partner shall have the right, personally or through a proxy,
to
inspect this register and also to inspect the Balance Sheet, Profit
and
Loss Account and Annual Report.
|
ARTICLE
NO. (13) - FINANCIAL YEAR OF THE COMPANY:
The
Financial Year of the Company shall start on the First of January and end
on the
Thirty First of December of every year. As an exception, the first Financial
Year shall start from the date of the Company’s entry in the Commercial Register
and expires on Thirty First of December of the subsequent year.
ARTICLE
(14) - DISTRIBUTION OF PROFITS AND LOSS:
After
deducting all costs and expenses, the profits and loss shall be distributed
as
follows:
| (A) |
Ten
percent (10%) of the net profits shall be set aside towards a legal
reserve fund. The General meeting may decide to suspend this allocation
if
the reserve fund becomes equal to one half (1/2) of the Company’s capital.
The General Meeting may also allocate any other
reserves.
|
| (B) |
The
net profits and losses shall be distributed between the Partners
in
proportion to their share in the
Capital.
|
| (C) |
In
case of loss in any particular year it may be carried forward and
adjusted
in the coming years.
|
ARTICLE
NO. (15) - COMPANY’S AUDITORS:
The
Company shall have one or more auditors who possess the qualifications as
prescribed in Federal law No. 9 of 1975 in respect of regulating the Profession
of Accountancy and Auditing and are registered thereunder and licensed to
practice in the Emirate of Fujairah. The Auditors shall be appointed by the
General Meeting who shall fix their remuneration. The Auditor shall be
accountable for the accuracy of the statements contained in his report being
the
agent of the partners. Every partner has the right during the General Meeting
to
debate the auditor’s report and question him on the contents
thereof.
ARTICLE
NO. (16) - AMENDMENTS OF THIS MEMORANDUM OF ASSOCIATION:
The
Company’s Memorandum of Association may not be amended, and its Capital shall
not be increased or decreased without the consent of all Partners. The
liabilities of Partners may not be increased without their unanimous agreement
and the decision of decreasing the Company’s Capital shall not be effective
without the approval of the concerned authorities.
The
Company’s Board of director shall inform and deposit the legal documents
relating to the foregoing together with any amendment, in the Commercial
Register, Municipality Department, Government of Fujairah.
ARTICLE
NO. (17) - DISPUTES:
Should
any dispute arise between the Partners in relation to the Company’s liquidation
or to any article of this Memorandum of Association, shall be settled amicably.
In case of disagreement, the dispute shall be referred to arbitration for
determination and the following provisions shall apply:
| a) |
Any
such matter shall be referred to a single
arbitrator.
|
| b) |
The
arbitrator shall be such person as may be agreed between the partners
or
failing such agreement shall be nominated on the joint applications
of the
partners (or if either of them shall neglect forthwith to concur
in such
application then on the sole application or either of them) by
the
president or the chairman of the Fujairah Chamber of Commerce and
Industry
or his appointed deputy or by any person authorized by the president
or
chairman to make appointments on his
behalf.
|
| c) |
The
language to be used in arbitral proceedings shall be English and
Arabic.
|
| d) |
The
decision of such arbitrator shall be final and binding on the partners
and
his costs shall form part of his
award.
|
ARTICLE
NO. (18) - DISSOLUTION:
The
Company shall be dissolved for any of the following reasons:
| 1. |
Upon
the expiry of the Company’s specified period unless the Partners agreed to
renew it.
|
| 2. |
By
achieving the objects it was established
for.
|
| 3. |
If
the Company merged with another
company.
|
| 4. |
If
the Partners agreed to terminate the
Company.
|
| 5. |
If
the losses of the Company reached half of its Capital provided
that a
decision shall be issued by the General Meeting and by the unanimous
votes
of the Partners.
|
| 6. |
The
Company shall not be dissolved if one of the Partners is deceased
or loses
his legal capacity. In these events, the heirs of the deceased
partner
and/or his legal representative shall succeed to his shares without
prejudice to the indivisibility of
shares.
|
ARTICLE NO. (19) - LIQUIDATION:
The
General Meeting shall appoint one or more liquidators who shall follow the
liquidation procedures provided for in the Commercial Companies Law, unless
the
Partners otherwise agreed. If the liquidation was ordered by the Court, the
Court should clarify the liquidation method and appoint the liquidators.
The
authorities of the Board of director shall expire upon the appointment of
the
liquidators.
ARTICLE
NO. (20) - THE LAW
Any
matter for which no specific provision is contained in this Contract of
Establishment shall be governed by the Companies Law to the extent that the
provisions of the Companies Law are not inconsistent with or conflict with
or
otherwise expressly excluded in accordance with this Contract of
Establishment
ARTICLE
NO. (21) - NOTICES
All
notices served by the Company to the Partners shall be in the form of Registered
Letters sent to each Partner at his address referred to at the beginning
of this
Memorandum of Association.
ARTICLE
NO. (22) - COPIES
The
Memorandum of Association hereunder executed in Four (4) counterparts each
of
which shall constitute as original thereof. Each Party shall retain a copy
thereof, the Company shall retain one Copy and the rest shall be lodged with
the
competent authority
Signed
by
Xx. Xxxxxx Xxxxx Xxxx.
/s/
Xxxxxx Xxxxx Xxxx
For
and
On Behalf 1st
Party:
M/s. Trans Gulf Petroleum Co.,
Signed
by
Xx. Xxxxxx X, Xxxxxxxxx.
/s/
Xxxxxx X, Xxxxxxxxx
For
and
On Behalf 2nd
Party
M/s, Sulphco Inc
Government
Seal
