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Document Preview Articles of Incorporation |
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Title: |
Articles of Incorporation |
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Entities: |
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Date: |
2005 |
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Size: |
19KB total |
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Price: |
$35 |
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ID: |
#1233016 |
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LOGITECH INTERNATIONAL S.A.
ARTICLES OF INCORPORATION
APPROVED BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
ON JUNE 24, 2004
TITLE 1
CORPORATE NAME REGISTERED OFFICE PURPOSE DURATION
Article 1
There exists under the corporate name
Logitech International S.A.
a corporation (socit anonyme) governed by the present Articles of Incorporation and by Title twenty-six of the Swiss Code of Obligations (the CO).
The duration of the Company shall be indefinite.
The registered office is in Apples.
Article 2
The Company shall be a holding company with the purpose of coordinating the activities of various Swiss and foreign subsidiaries of the Logitech group.
In addition, it shall have as a purpose the acquisition and management of shareholdings in other companies, and in particular the acquisition, holding and/or assignment of shareholdings in other commercial, industrial, financial or real property companies and enterprises, in Switzerland or abroad, directly or indirectly, in its own name and for its own account, or for the accounts of third parties, as investments or for other reasons, as well as for the financing of affiliated companies.
The Company may conduct, in Switzerland or abroad, any manner of activities, create branch offices, and undertake any real estate, financial or commercial operations which relate directly or indirectly to its purpose.
TITLE II
SHARE CAPITAL AND SHARES
Article 3
The share capital is fixed at CHF 47,901,655.- (forty-seven million nine hundred one thousand six hundred fifty-five Swiss francs), entirely paid-in.
It is divided into 47,901,655 (forty-seven million nine hundred one thousand six hundred fifty-five) registered shares having a par value of 1.- (one) Franc each.
1
Article 4
The shares shall be registered. They shall be numbered and shall bear the facsimile signatures of two members of the Board of Directors.
The general meeting of shareholders shall have the authority to convert the registered shares into bearer shares by means of an amendment to the Articles of Incorporation.
The Company shall have the authority to issue certificates representing blocks of shares.
The Company may forego the printing of registered shares and issuing of securities. However, any shareholder may require that the Company print and issue stock certificates at any time and free of charge. The Board of Directors shall set forth in regulations the details and the requirements for the execution thereof.
Article 5
Each share shall confer the right to a proportional part of the profit resulting from the balance sheet and the proceeds of liquidation.
Shareholders shall only have those obligations specified in the Articles of Incorporation, and shall not be personally liable for the debts of the Company.
Shares shall be indivisible; the Company shall recognize only one representative per share.
The ownership of a share shall entail acceptance of the provisions of these Articles of Incorporation.
Article 6
The Company shall maintain a share register which lists the names of the owners and beneficiaries of the shares as well as their domiciles.
Only those persons entered in the share register as owners shall be deemed to be shareholders of the Company.
The transfer of share ownership shall require delivery of the properly endorsed share certificate to the purchaser.
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