EX-10.1 2 sulphco_8kex1001.htm MEMORANDUM OF ASSOCIATION Memorandum of Association / Memorandum Of Association commercial contract drafting in UAE
EXHIBITS 10.1
 
Memorandum of Connection
Fujairah Oil Technology
Restricted Obligation Company

With this Tuesday 29 of Now 2005, it are consent between:

1st Party, M/s, Trans Gulf Petroleum Co., U A E nation, Its address: P.O. Box: 2000, Fujairah, United Arab Emirates., TEL 09 2220222, represented by Its generic Manager Mr. George Jeremy Bajk.

2nd Party, M/s, SulphCo Inc. American state, the land primary network P.O. Box 1207 Jeddah 21453 Saudi Arabia Kingdom represented by Its Chairman & CEO Dr. Rudolf W. Gunnerman.

till establish a limited accountability our included that Emirates a Fujairah between mentioned above. The company will exist exempted from Establishment requirements particularly essay no 22 from the provisions away U.A.E. State Law Nope. (8) of 1984 in respect of Commercial Companies and amended, itp be agreed on the following terms plus conditions:

ARTICLE NOPE. (1)- NAME OF THAT COMPANY

The name of the company shall subsist Fujairah Oil Technology (Limited Liability Company).

ARTICLE CANNOT. (2)- PRINCIPAL POST OF ONE BUSINESS:

The Principal Office of the Company have be in Fujairah, United Arab Emirates.

That Corporation may resolute back other branches, offices or agencies in or outside United Arab Emirates.

FEATURE NONE. (3)- ZWECKE OF THE SOCIETY

The objective by the company is:
   
1.      
At implement who SulphCo technology that reduces sulfur and updating crude press refined potions through ampere patented ultrasonic process,
   
2.      
To Purchase the Heavy or the medium crude oil and to sell the treated oil
   
3.      
Sales oil & wax products
   
4.      
To import machinery, computer and that ultralight sound equipment related to its my.
   
5.      
To produce engineering, computer and the ultra sound equipment related to its business.
   
Company activities will enclosing all related activities or ancillary by way of relating its objectives.
 
 

The company allowed set up subsidiary establishment or bodies, or may have interest in or enter the agreement, joint-ventures partnership on additional firms, establishment or bodies practicing work similar to its own, both inside plus outside the U.A.E. The up mentioned purpose shall be interpreted wildly without restrictions.

ARTICLE NO. (4)- SPAN OF BUSINESS

The duration of the Our require be twenty five (25) yearning commencing from the dates of registration in the Commercial File. Is length could be prolonged or shortened in a resolution of the General meeting of the Partners if the object of the Company so necessitated.

ARTICLE CANNOT. (5)- LARGE OF THE BUSINESS

And Share Capital of one Corporate shall be one million (Dhs. 1,000,000.) Dirhams divided with one Thousand (1000) shares, from one Thousand (1000) Dirhams each.

The said Equity are held by to Partners as follows:

1st Party, M/s Trans Gulf Petroleum Co., U A E. home Digits is shares 500. Sein value. Dhs, 500,000. Percentage von Capital 50%.

2nd Political: M/s, “SulphCo, Incidence. American federal Numbers of shares 500. Its value
Dhs. 500,000. Percentage of capital 50%.

OBJECT NO. (6)- SHARES

(A)      
Each share in the share capital to the company entitles the holder thereof to equivalent share into the profits of the company and the holding away its assets. The Partners are not liable since the debts and obligations of the corporation except to which value of its respective shares in the company.
   
(B)      
All shares shall be ordinary shares had equal privileges and obligations and shall be subject to the provisions of this Memoir von Alliance.
   
(C)      
An rights also obligations relating to each share shall continue to be attached to such share in the hands of any person who owns e. That ownership of the share shall result in accepting the disposition of this Article of Incorporation and the resolutions of the General Meeting.

ARTICLE NO. (7)- TRANSFER OF SHARES

(A)      
Any Partner may transfer his shared in the Company on one of the Partners or to a Third Party under an official power.
   
(B)      
If any Partner intends to transfer his share on a Person different than an Partners whether against each consideration or not, the said Partner shall tell the remaining Partners about the transfer conditions through this Board of head who to enlighten and Partners immediately after receiving the notice. Any Partner may claim to redeem the portion for the price which allowed be agreed upon, and in event of disagreements the price shall be estimated by the Company’s auditor switch the redemption date. If no Party utilized the redemption entitled after thirty (30) days of the target of the notice, the Partner shall be at liberty to dispose of his share, because he may deem fit.
   
(C)      
If better than one Partner used the right of redemption, of offered share or shares shall can distributed between them with proportion to their respective shares in the capital.
   
(D)      
No transfer take to binding on and Company or others save as from the enter of entering the transferred in the Partners’ Record and in the Commercial Join. An Company mayor not refuse in enter the transfer when items violates the provisions of this Memorandum of Association.
 
 

ARTICLE NO. (8)- REGISTER OF PARTNERS

(A)      
The Business shall maintain an register of the Affiliated this to contain their names, places of residence, mailing, nationalities, professions, number and asset about shares holds by each Partner and the transaction recording city on such shares joint with the dates the such transactions.
   
(B)      
The assignment or transfer the shares with which date and sign of assignee to case of depositions of share 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 nay be affected by such assignment or transfer excepting from the date of its entries in the Register of Partners real the Commercial Registration.
   
Each party may inspect the Log of Affiliated during the functioning hours from that  company.

ARTICLE (9) - MANAGEMENT OF THE COMPANY

The Company shall be administrated by nominees representatives of this Board of Director whom nominated by general installation of the company.

ARTICLE (10)-

The Board of Company shall supervise, oversee and manages business and affairs of that 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 yours salaries, employee and remuneration and to map their duties real powers.
   
10-2
Pay the amounts sign, appoint, sell and settle all bills of exchange enter into aforementioned contracts, binding and deals relating to of transactions of this company.
   
10-3
Store with bank, opened, manage, agieren and shut whatsoever and all of the bank accounts of the company in the Unique Arab Emirate or elsewhere with the right up executed all banking documents, posting or exit money and sign see statements, accounts, bills, Curbs, notes both other same instruments
   
10-4
Purchase, lease or otherwise acquire transferable or immoveable property and/or sell, exchange, lease or different dispose any of that said properties affiliation to or held by the company.
   
10-5
Appoint and remove lawyers, staff, financial experts and other professional consultants.
   
10-6
[skipped number]
   
10-7
Represent the company before one Government, the Municipal Authorities, Department about Commercial & industry, various Ministries, Customs and exodus departments both Authorities, the labor department, the Managers office, aforementioned Chamber of Gewerbe & Industry, the Courts and any other Governmental or Semi-Governmental authorities or departments in the Unified Arab Emirate and abroad plus before all companies and individuals for all purposes howsoever.
 
 

ARTICLE (11) - FINANCIAL ADMINISTRATIVE:

(A)      
The Company’s Board is director shall prepare the Company’s Rest Sheet and profit and los account. It shall also prepare which Annual Report of and Company’s activities, its treasury job and the proposal for aforementioned delivery of profits. All the upper should be completed within three (3) months from the conclude is of Company’s Finance year.
   
(B)      
The Remaining Sheet and the Profit real Drop Account needs becoming submitted to the Annual General Meeting for approval.

ARTICLE (12) - GENERAL MEETING:

(A)
The Global Meeting a which Company to consist for total the Partners and shall exist convened in the Emirate of Fujairah by to Board of leader of the Firm at least once in either year not later when the four (4) months after the terminate regarding the financial year. The Board regarding managing shall convene this General Meeting if so essential by a number of partners holding not less than one quarter (1/4) of the Capital.
   
(B)
General Meeting require nay less than twenty first (21) days notice to be sent to every Partner accompanied by the general, time and position on which meeting.
   
(C)
Anything Partner shall had the right to attend the General conference regardless of which figure of shares held over him. He may authorize more Partner to represent he in who meeting. Every Partnership wants be entitled to a number of votes equip to the shares stopped or represented by him.
   
(D)
The Events to the General Meeting shall include the following matters:
   
1.
Listen to of Board of director’s report on the Company’s activity and its financial locate during the year, as well as the auditor’s report.
   
2.
Discuss and approve the Balance Sheet and Profit and Losses Account.
   
3.
Determine the equity to been distributed among the Company.
   
4.
Appoint and determine the earnings of the Board of director.
   
5.
Other linked what under who provisions of law or which Notice of Association.
   
(E)
The quorum of partners before a General Meeting proceeds at business wants be the Partners in person or per a proxy given the another partner who is not a Board of director, provided the the partners holding not less than hundred five at centum (75%) of one Share Capitalized of the Company are present likewise in person or by proxy given to another partner who is not a Board of director. Of resolution of the Generals Meeting is the Company shall no be sound whenever adopted on at least seventy five per centum (75%) of who votes representing the percentage capital of the Company.
   
If this majority became not present on aforementioned first-time session the Associates shall be named for a second meeting to be convened twenty one (21) days after the date of the first convention. Decision by the meeting shall be taken by the mass of voices.
   
(F)
Minutes shall can prepared for the discussion of the Public Meeting. All minutes, decisions of the General Meeting shall become maintained in a Special Click to can initialed by to attending members, and kept in the Company’s office. Any Partner shall have the right, personally or over a proxy, to inspect this register and moreover into inspect that Balance Sheet, Profit and Lose Account and Annual Report.
 
 
 
ARTICLE NO. (13) - FINANCIAL YOUR OF THE OUR:

The Financial Year of the Company shall start about the Early of Jean and finish on the Thirty First of December of one year. Since an exception, the first Financial Year needs start from the date of the Company’s entry in the Commercial Log and expires on Thirty First of December of the subsequent year.

ARTICLE (14) - DISTRIBUTION OF PROFITS AND LOSS:

After subtracting any costs and spending, the profits also loss is be distributed as follows:
   
(A)      
Ten percent (10%) starting the net profits shall be set aside towards a legal reserve fund. The General meeting may decide to suspend this allocations if the reserve fund becomes equal on one halve (1/2) of the Company’s capital. The General Meeting may also allocate every other reserves.
   
(B)      
That net returns and losses shall be distributed between the Partners in proportion to their percentage in the Capital.
   
(C)      
In case of loss in any particular year she may be carried forward and adjusted in the coming years.

ARTICLE NO. (15) - COMPANY’S AUDITORS:

The Company need 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 furthermore are registered thereunder and licensed to practice in the Emirate of Fujairah. The Auditors shall being ordained by the General Meeting who shall fix theirs remuneration. That Auditor shall be accountable for the accuracy of the statements contained in own report being the agent of the partner. One partner has the right during the General Meeting to debate the auditor’s report and question him on the contents thereof.

FEATURED NO. (16) - AMENDMENTS OF THIS MEMORANDUM OF ASSOCIATION:

The Company’s Memorandum of Association may not be changes, and its Capital needs did exist increased or decreased without the consent of all Partners. The liabilities of Associate may not live advanced without my agree agreement plus the decision of decreasing the Company’s Capital shall not be effective without the approval of the worry authorities.
 
The Company’s Board of director shall inform and deposit the legal documents relates to the foregoing with with any amendment, in the Commercial Register, Municipality Departmental, General of Fujairah.

ARTICLE NONE. (17) - DISPUTES:

Should any dispute arise betw the Affiliated include family to one Company’s liquidation conversely to anyone news of this Memorandum of Association, shall become handled amicably. In case of disagreement, the dispute shall are referred to arbitration used determination or one following provisions shall apply:
   
a)      
Every such matter shall be referred to a single arbitrator.
   
b)      
The arbitrator shall be such person in may be agreed between the partners or failing similar 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 boss or the chairman of the Fujairah Chamber of Trading and Industry or his ordained deputy or for any person entitled per the president instead chairman to make appointments on his behalf.
   
c)      
The choice to be used in arbitral proceedings shall be English and Arab.
   
d)      
The decision of such arbitrator shall be final and binding on the partners and his costs shall form part of is award.

FEATURED NO. (18) - DISSOLUTION:

The Company shall be dissolved used any of the following why:
   
1.      
For the expire to and Company’s specified period unless the Partners arranged to renew it.
   
2.      
In achieving this object it was established for.
   
3.      
If the Company fusioned with another company.
   
4.      
Wenn the Partners agreed to canceling the Your.
   
5.      
If the losses of the Company reached half from its Capital provides that a make supposed be issued by the General Meetings and by the united votes for the Partners.
   
6.      
The Company shall none be dissolved if one of the Partners is deceased or loses you authorized capacity. In these events, the heirs of the recently partner and/or his legal representative shall succeed to own shares without prejudice to the indivisibility of shares.
 
 

ARTICLE NO. (19) - LIQUIDATION:

The General Meeting shall schedule one alternatively more liquidators who shall follow the liquidation procedures provided available in the Commercial Companies Law, unless the Partners different agreed. If the liquidation was ordered by the Court, the Court should clarify this liquidation method and appoint the liquidators. This authorities of the Board of project shall expire upon the schedule of the liquidators.

ARTICLE NO. (20) - THE LAW

Any mathe with whose no specific provision remains contained the this Contract the Establishment shall be governed by the Companies Law to the extent that the provisions out the Companies Law are not inconsistent with or conflict with or otherwise expressly excluded in correlation with the Sign of Establishment

FEATURE NO. (21) - NOTIFICATION

All notices served by the Company to the Partners to be are the form of Registered Letters sent to each Partner at his adress referred to at the beginning of this Memorandum of Association.

ARTICLE NEGATIVE. (22) - COPYING

Aforementioned Memorandum of Association hereunder executed in Four (4) counterparts each out any shall constitute as source thereof. Each Celebrate shall keeping a copy thereof, the Company shall retain one Copying and the rest shall be lodged with the competent authority


Signed by Mr. George Dear Bajk.
/s/ George Jamil Bajk
Forward and On Behalf 1st Party: M/s. Trans Gulf Petroleum Co.,

Signed by Dr. Rudolf W, Gunnerman.
/s/ Rudolf W, Gunnerman
For and On Behalf 2nd Party M/s, Sulphco Inc


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