Privacy & Legal
The statements below describe the values and legal considerations of RDX Company Limited.
Our legal principles are based on the following clauses:
Clause 1 The limited company will spin under the corporate name “RDX POWER SOLUTIONS.”
Clause 2 The company has its registered office and venue in the City of Sao Paulo, State of Sao Paulo, at Jesuíno Arruda Street, 797, 4th floor CEP 04532-082 Itaim Bibi, and may open and close branches, branches, agencies and administrative offices, in any locality of the country, by resolution of the shareholders representing the entire capital stock.
Clause 3 The purpose of the company is:
a) the sale of electricity;
b) intermediation of business in general, related to the commercialization of electricity;
c) the provision of advisory services related to investments, planning and general commercialization of electricity;
d) participation in other domestic or foreign commercial or civil companies, regardless of the corporate type of the investee company.
Clause 4 The company’s commencement of activity will coincide with the date of signature of this instrument and will remain in force indefinitely.
First Paragraph – The liability of the partners is restricted to the value of their shares, but they are jointly and severally liable for the payment of the capital stock, pursuant to article 1.052 of Law 10.406 / 02.
Second Paragraph – The shares are indivisible in relation to the company and each one of them grants its holder the right to 1 (one) vote in the corporate resolutions.
CLAUSE 6 The management of the company will be exercised by all the partners, jointly or separately, who will manage and represent it with the widest powers, actively and passively, judicially and extrajudicially, before all direct and indirect public administration bodies, individuals and institutions. financial institutions and any other institutions, necessary for the proper conduct of the business, being able to appoint managers and attorneys-in-fact with “ad negotiate” and “adjudicates” clauses, being exempt from providing collateral.
First Paragraph: The company represented in the above form may constitute attorney-in-fact with powers inherent and necessary for the exercise of management of the company, as well as constituting attorneys with adjudication clause to represent it in court.
Second Paragraph: It is forbidden to the partners to use the corporate name for the practice of acts or operations foreign to the corporate interests, such as guarantees, bonuses, endorsements of favor, being answerable each one isolated, solitary and unlimited before the company and with third parties. for the excess of mandate and for the acts that he / she practices with the infraction the disposition contained herein.
Paragraph Three: The partners shall be entitled to a monthly withdrawal as a “pro labore”, the amount of which shall be determined pursuant to Clause 9 (ninth) of this agreement.
Clause 7 It shall be incumbent upon the managers or attorneys-in-fact constituted on behalf of the company to perform the acts necessary or convenient to the management, for such purpose having the necessary powers, pursuant to Paragraph One, of Clause Six, and observing the provisions of Clause Nine of this Contract:
(i) represent the company in and out of court, actively or passively, before third parties, any public agencies, federal, state or municipal authorities, as well as municipalities, mixed capital companies and parastatal entities; and
(ii) sign checks, foreign exchange, money orders, deeds or any other securities, contracts or documents that imply liability or obligation of the company, whose individual values do not exceed R $ 1,000.00 (one thousand reais).
Clause 8 The acts of any of the partners, attorneys or employees that involve them in obligations related to business or operations foreign to the corporate purpose, such as guarantees, sureties, endorsements or any other warranties in relation to the company, are expressly forbidden, being null and void in relation to the company. favor of third parties.
Clause 9 The following acts may only be validly performed by the managing partners, producing effects before the company and third parties, after being submitted to the approval of the Meeting of Members, whose resolutions shall be taken by the shareholders representing 75% (seventy-five percent). minimum of the share capital:
a) Signing of checks, foreign exchange, money orders, deeds or any other securities, contracts or documents that imply liability or obligation of the company, whose individual values exceed R $ 1,000.00 (one thousand reais).
b) disposal or acquisition of equity interests held by the company, except those arising from tax incentives; transformation of the company into another corporate type, or promote its merger, split or incorporation, as well as its liquidation;
c) the Company’s making investments and / or obtaining loans and financing, including the contracting of leasing operations, offering guarantees of any kind to any obligations, when the loan amount, financing
or guarantee exceed the amount of R $ 1,000.00 (one thousand reais).
d) setting of the “pro-labore” to be paid to the managing partners;
e) deliberations on the allocation of corporate results, especially with regard to the distribution of profit earned by the company:
f) transform the company into another corporate type; or promote their merger; spin-off or incorporation, as well as its liquidation, acquisition of quotas by the company itself;
g) confession of bankruptcy, petition for judicial or extrajudicial recovery;
h) change the corporate purpose of society;
(i) new member admission;
(j) increase or decrease the capital stock of the company;
(k) change the company’s management and control;
(l) amend this bylaws.
Sole Paragraph: In the event of transformation, incorporation, merger or demerger of the company, deliberated in the form of the “caput” of this clause, the dissenting partners shall be entitled to withdraw from the company at the book value of their equity quotas, determined pursuant to Clause 17th (seventeenth) of this contract.
Clause 10 The members will meet when necessary, by summoning, by e-mail (e-mail), of any of the partners, at least 5 (five) days in advance, specifying the date, time and place of the meeting, as well as such as the agenda and only deliberation there can be, unless all partners agree otherwise. Minutes shall be taken at meetings, and resolutions shall be approved by shareholders representing the majority of the share capital, except in the specific cases for which this agreement requires a different quorum, with each share of the share capital corresponding to one vote.
Paragraph One – Any member may be represented by a proxy, and will then be considered present at the meeting. Likewise, members who cast their vote by fax, telegram or any other written form shall be considered present.
Second Paragraph – The call for the meetings of the members may be dismissed, if the members representing 100% (one hundred percent) of the capital stock are present.
Clause 11 The shares of the capital may not be transferred or sold to third parties without the express consent of the other shareholders, who shall be granted preemptive rights in the acquisition of said shares, in proportion to their respective interests in the company’s capital stock. Any transfer or sale of shares in breach of this preemptive right is considered null and void, in compliance with the provisions below.
Paragraph One – A partner wishing to transfer all or part of its shares shall inform the other partners and the company in writing of their intention, indicating the name of the applicant (s) and the adjusted price. If, within fifteen (15) days from receipt of the notice, the other partners or the company do not exercise their preemptive right, the offering partner may transfer them to the nominee (s) indicated. ), under the same conditions offered.
Paragraph Two – The preemptive right shall be exercised in compliance with the following order: (i) among the shareholders; (ii) later to society; and (iii) lastly to third parties.
Third Paragraph – The provisions of the “caput” of this clause do not apply to the transfer by act inter vivo or mortis causes of partners to their necessary heirs or to the transfer in subscription of capital in companies in which the quotaholder has control, which shall be allowed regardless of preference. In the latter case, the transfer of the company that acquired the shares will be subject to the preemptive right provided for in the caput.
Clause 12 If any of the tag sellers offer to sell or transfer shares representing more than 51% (“fifty-one per cent”) of the company’s shares to a third party (s), in a single deal , or in a series of related negotiations (“Disposal Proposal”), the other partners will have the right to sell or transfer their shares (“Tag Along Rights”) to the buyer (s) mentioned in the Proposal Disclaimer, in a “prorata” distribution, for the same values, conditions and terms as the “Tag Sellers”.
First Paragraph – Each partner shall be entitled to sell or transfer in the Sale Proposal a number of shares equal to the number of shares that the Tag Sellers propose to sell or transfer, multiplied by a fraction in which the numerator is the total number of shares. ownership of such partner and the denominator is the number of all shares of the company.
Second Paragraph – The Tag Sellers shall send a notice of each Sale Proposal to each member, fifteen (15) days in advance of the date of sale or transfer specified in the notice of the Sale Proposal. Pursuant to this clause, Tag Along rights must be exercised with the prior written notice of the partners to the Tag Sellers, delivered at least 10 (ten) days prior to the sale date. If either partner decides not to participate in the sale or transfer and has been notified under this clause, then such partner shall have no Tag Along rights with respect to the Disposal Proposal, provided that no material change has occurred to the Proposed Disposal. Alienation.
Clause 13 The exercise will start on January 1st and end on December 31st. At the end of each corresponding year, the balance sheet will be prepared and the other financial statements required by law will be prepared. The company may, by resolution of the shareholders representing the entire capital stock, prepare monthly, quarterly or half-yearly balance sheets and distribute the profits shown therein.
Clause 14 Net profits earned by the company will be distributed to the shareholders
in proportion to their participation in the capital stock.
Clause 15 In the event of liquidation or dissolution of the company, the liquidator will be appointed in due time pursuant to Clause Nine of this contract. In this case, the company’s assets will be used to settle the obligations and the remainder, if any, shall be apportioned among the partners in proportion to the number of shares each holds.
Clause 16 The Withdrawal, Exclusion, Death or Judicial Disability
of any of the partners shall not dissolve the company, which shall continue with the
remaining members, for the term provided by law, unless they decide to settle it.
Sole Paragraph – In the event of death or judicially declared disability
of any of the partners, their heirs or successors shall be admitted to the company in
replacement to the deceased or disabled partner.
Clause 17 In case of voluntary withdrawal of any of the partners, or in case of exclusion of a member due to non-compliance with the obligations assumed by him in this contract (motivated exclusion), by resolution of the representing partners of 75% (seventy five percent) of the capital stock, the withdrawing or excluded partner will receive the book value of its shares, calculated in a special balance sheet, whose base date will be the date of withdrawal or exclusion, and the payment will be made in 12 (twelve) monthly installments, equal to and consecutive, plus interest of 12% (twelve percent) per year, and monetarily restated, within the terms permitted by law, based on the IGP-M / FGV variation, with the first installment payable within 60 (sixty) days from the date of withdrawal or exclusion of the partner, without prejudice, also, of the responsibility to indemnify the company for the losses and damages caused, provided that they are duly proven.
Clause 18 In cases of exclusion of unjustifiable member (unjustified exclusion), by resolution of the partners representing at least seventy-five percent (75%) of the capital stock, the excluded member will be reimbursed by the company for the book value of its shares, calculated. special balance sheet, the base date of which shall be the date of withdrawal or deletion. A meeting of members will be called upon the summons of the member to be excluded, so that the latter exercises his right of defense pursuant to art. 1.085 of the Civil Code. The amount will be paid in 12 (twelve) equal and consecutive monthly installments, plus interest of 12% (twelve percent) per year and monetarily restated within the periods allowed by law, based on the IGPM / FGV variation.
Clause 19 In cases of separation, divorce or dissolution of stable union, the value of the assets due to the former spouse or partner, aiming at the intangibility of the capital stock and the continuity of the company’s business, shall be calculated according to the book value, which shall be determined. special balance sheet, as adjusted above.
Clause 20 For the purpose of proving the value of Shareholders’ Equity, the company shall undertake, at its expense, a Property Appraisal Report, to be prepared by a suitable professional. The term for obtaining this report will be up to 30 (thirty) days from the date of exclusion.
Paragraph One – The first installment shall expire 30 (thirty) days after the date of issuance of the respective Asset Appraisal Report, and the rest on the same days of the subsequent months, until the end. In the event of extinction, suppression or non-disclosure of the IGP-M / FGV, another index should be adopted to replace it.
Second Paragraph – Within 5 (five) business days from the date of exclusion,
it must be formalized by a private instrument to amend the articles of association.
Clause 21 The company will be governed by the rules of the corporation, in case of omissions of this Articles of Incorporation and the “Limited Company” Chapter of the Civil Code (Law No. 10.406, of January 10, 2002).
Clause 22 For all issues arising from this contract, the District Court of the Capital of the State of São Paulo is elected, excluding any other, however privileged it may be.
Clause 23 The managing partners declare, under the penalties of the law, that they are not prevented from exercising the administration of the company by special law, or by virtue of criminal conviction, or because they are under its effects, the penalty that prohibits, even temporarily, access to public office, or through bankruptcy, prevarication, bribery or bribery, concussion, embezzlement, or against the popular economy, against the national financial system, against competition rules, against consumer relations, public faith or property (Article 1.011, first paragraph, Law 10.406 / 02).