Annual report 2008 - Altarea Cogedim

2. General information about the issuer
and its share capital
2.1 General information about the issuer
(a) Company name (Article 3 of the Articles of
Association)
The Company’s name is ALTAREA.
(b) Legal form – governing law (Article 1 of the
Articles of Association)
ALTAREA was originally incorporated as a French société
anonyme. It was transformed into a société en commandite
par actions by resolution of the shareholders at their
ordinary and extraordinary general meeting held on 26 June
2007. ALTAREA is a company incorporated under the laws
of France and governed principally by the provisions of book
II of the French Commercial Code.
ALTAREA is therefore subject to French law.
(c) Specific applicable legislation
Following the decision taken in March 2005 by the Company
and its eligible subsidiaries to elect for the tax regime of
Sociétés d’Investissements Immobiliers Cotées (SIIC) in
accordance with article 208 C of the French General Tax
Code – decree no. 2003-645 of 11 July 2003, ALTAREA is
subject to the specific provisions of that regime (see below).
(d) Registered office (Article 4 of the Articles of
Association)
The Company’s registered office is at 108, rue de Richelieu,
75002 Paris.
Its telephone number is 00 33 (0) 1 44 95 88 10.
(e) Date of incorporation and term (Article 5 of the
Articles of Association)
The Company was incorporated on 29 September 1954 and,
in accordance with article 5 of its Articles of Association,
has a term of 99 years as of that date, unless extended or
wound up early.
(f) Corporate object (Article 2 of the Articles of
Association)
The Company’s corporate object is:
• principally: to acquire any and all land, property rights
or buildings and any and all assets and rights that may
constitute an accessory or appendix to said property assets,
to build properties and undertake any and all transactions
directly or indirectly connected with their construction,
to operate and enhance the value of said property assets
through their letting, to lease any and all property assets
either directly or indirectly, to hold equity interests in the
entities referred to in article 8 and paragraphs 1, 2 and 3
of article 206 of the French General Tax Code and, more
generally, to acquire equity interests in any and all entities
whose main object is the operation of rental properties, and
to run, manage and assist such entities;
• secondarily: to manage, appraise and develop properties,
to acquire property assets with a view to reselling,
renovating, repairing, maintaining and cleaning them, to
develop, manage and run shopping centres, to acquire
equity investments or interests, directly or indirectly, in
any and all companies or entities engaged in any kind of
property-related business;
• exceptionally: to exchange or transfer by way of sale,
capital contribution or otherwise any property assets
acquired or built for the purpose of letting in accordance
with the company’s principal object;
• generally: to undertake any and all civil, financial, commercial,
industrial, securities and real property transactions to facilitate
the achievement of any of the foregoing objects.
(g) Trade and companies registry
The Company is registered at the Paris Trade and Companies
Registry under registration number 335 480 877.
The Company’s SIRET number is 335 480 877 00414 and
its business code is 703D (administration of other property
assets).
(h) Inspection of legal documents
Legal documents relating to the Company which must be made
available by law to the shareholders may be inspected at the
Company’s head office at 8, avenue Delcassé, 75008 Paris.
(i) Financial year (Article 25 of the Articles of
Association)
The financial year begins on 1 January and ends on
31 December.
(j) Allocation of earnings (Article 32 of the Articles
of Association)
The Company’s distributable profit as defined by law
is available for distribution by the general meeting of
shareholders. The general meeting of shareholders has sole
discretion over its allocation. It may be allocated in full
or in part to any general or special reserves or to retained
earnings or distributed to the shareholders.
173