ABC CONSTRUCTION PRIVATE LIMITED COMPANY

MEMORANDUM OF ASSOCIATION

Article One
Establishment

Members, whose signatures are found at the end of this document, have
agreed to establish a Private Limited Company governed by the
Commercial Code of Ethiopia, this Memorandum of Association and Articles
of Association attached herewith.

Article Two
Name, Nationality and Address of Members

No. Name Nationality Passport Address

Number

1. Given name Middle N. Sur N.

2. Given name Middle N. Sur N.

Article Three
Name and Head Office of the Company

1. The name of the Company shall be _______________ Private Limited

Company.

2. Without prejudice to the rights of Members to open branch offices within

or outside Ethiopia, the Company's head offices shall be in Addis Ababa,
Ethiopia, _________Sub- city, kebele _____House no. _____.
 Article Four
Business Purpose of the Company

The Company is established for the purposes of:

A.
B.
C.
For instance,
A. Developing chicken production and chicken meat processing plant
or industry.
B. Export processed chicken meat to export markets.
C. Carry out other related businesses with the purpose of the
Company.
Article Five
Capital

The capital of the Company is Birr ____________ (________________)

and it has been fully paid in __________ (cash and/or in-kind). The whole
capital is divided by ____ shares having per value of Birr _____ each fully
paid in _______ (cash and/or in-kind). The numbers of shares owned by
the members are as follows:

No. Name of shareholder No. of shares Value of a Total Contribution

single share
1.
2.
Total

EIA 2
 Article six
Members Liability

Members jointly and severally approve that the capital stated above has
been fully paid in ______ (cash and/or in-kind). Accordingly, the liability of
members have been limited up to the amount of shares they are entitled.
Article Seven
Distribution of Profits and Losses

Unless members agree otherwise, the annual profit of the company shall be
distributed among members proportional to the number of their shares.
Accordingly, if there is a loss, it shall be distributed among themselves. In
any case the members could not be made liable beyond the value of shares
they own in the Company.

Article Eight
Management of the Company

1. The Company shall be managed by a general manager appointed from

the members or non-members for ____ years, whose responsibilities
and duties are listed in the Articles of Association of the Company.
Therefore, Mr.______________ is appointed to be the first General
Manager of the Company.

2. The General Manager may be reappointed for another term. The

Company may also have departmental managers as required.
3. The powers and duties of the General Manager shall include the
following:

3.1. Appoint, control and dismiss departmental managers,

determine and notify their job descriptions;
3.2. Represent the Company to sign its affairs;

EIA 3
 3.3. Be the chief executive of the technical and administrative
affairs of the Company;
3.4. Implement the decisions of the general meeting of the
Company, if any;
3.5. Receive money payable to the Company, pay debts of the
Company, prepare, sign at the back, renew and effect payment
of promissory notes and bank documents as well as approve
and sign at the back of shipment receipts, bond certificates or
any other documents of the Company;
3.6. Employ and dismiss workers and agents of the Company,
determine their salaries, bonus and other conditions attached
to employment and termination;
3.7. Open bank accounts in the name of the Company and credit its
payments as well as sign its financial statements;
3.8. Determine purchase and sales and approve their orders, which
are necessary for the running of the Company;
3.9. Conclude any contracts of business transactions of the
Company with third parties;
3.10. Take necessary actions on behalf of the Company regarding
suits in which the Company is a plaintiff, a defendant or an
intervening third party in any court of law;
3.11. Take or cause to be taken appropriate measures for the
efficient keeping of out flow and in flow of accounts of the
Company to be submitted and approved by its members;
3.12. May delegate, the duties assigned to him hereinabove, any
other person in the name of the Company.

EIA 4
 Article Nine
Auditors

The Company shall have auditor/auditors appointed by the members.

Article Ten
Duration of the Company

Without prejudice to member's right to decide otherwise, the Company is

established for unlimited period of time.

IN WITNESS THEREOF, the members of the Company have affixed their

respective signatures hereto on the ________ day of_______20____.

Name of founding members Signature

1. ______________ ______________
2. ______________ ______________

IN KIND CONTRIBUTION MADE BY MRS/MR__________________

No Item Quantity Value
1

Total

EIA 5
EIA 6