EX-3.1 2 ea181409ex3-1_turboenergy.htm ENGLISH TRANSLATION OF CERTIFICATE OF INCORPORATION AND BYLAWS OF TURBO ENERGY, S.A. (WAS INCORPORATED UNDER THE NAME OF DISTRITECH SOLUTIONS S.L.) ON SEPTEMBER 18, 2013 UNDER THE LAWS OF THE KINGDOM OF SPAIN

Exhibit 3.1

Translated Document

| JOSE ALICARTE SUNDAY |
notary |
C/ Colón 11, 2º2ª |
46004 VALENCIA |
Tel 96 353 40 55 – Fax 96 394 06 04 |
IT’S SIMPLE COPY |

NUMBER: TWO THOUSAND TWO HUNDRED AND EIGHTY SEVEN. -----------

INCORPORATION OF LIMITED COMPANY. -----------------

“DISTRITECH SOLUTIONS, SL” UNIPERSONAL. ----------

In VALENCIA, on September 18, two thousand thirteen. ------------------------------------------------

Before me, JOSÉ ALICARTE DOMINGO, Notary of Valencia and his Illustrious College, ------------------------------

=== APPEARS: ===

MR. ENRIQUE SELVA BELLVÍS, of legal age, married with Mrs. Nuria Calvo Zapata, industrial engineer and domiciled a at 46530-Puzol (Valencia), Andrés Segovia square, 14.

The economic regime of your marriage is that of separation of assets agreed in matrimonial capitulations as manifested and will accredit where appropriate ter. --------------------------------------------------

I incorporate into this matrix a photocopy of your review identity document, which will not be transferred to the co pias that it issues. ---------------------

=== INTERVENES: ===

In his own name and right, acting on behalf of own. -----------------------------------------------

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=== FAITH OF KNOWLEDGE ===

I identify you by means of your identification document reviewed, that exhibits me. ---------------------------

=== CAPACITY JUDGMENT ===

He has, in my opinion, the capacity to grant this LIMITED COMPANY INCORPORATION and, to such effect, -------------------------------------

=== SAYS: ===

FIRST.- MR. ENRIQUE SELVA BELLVÍS constitutes a Unipersonal Limited Company of Spanish nationality, with the name, address, duration, date of commencement of operations, capital and other circumstances which are listed in the following --------------------

=== BYLAWS: ===

Article 1.- Denomination. -------------------------

Under the name of “DISTRITECH SOLUTIONS, SO CIEDAD LIMITADA”, a liability company is constituted Limited liability that will be governed by legal regulations imperatives and by these statutes. -------------

Article 2.- Object. -------------------------------

The purpose of the company will be the following activities : -----------------------------------------------

The acquisition, distribution and sale of material electrical and electronic for the development of projects renewable energy, such as solar panels, in inverters, chargers, regulators, batteries and structures flush among others. --------------------------------------

Article 3.- Registered office. ---------------------

The company is domiciled at 46530-Puzol (Valencia), plaza Andrés Segovia, 14, and has nationality Spanish. ---------------------------------------------

Article 4.- Social capital and participations. -----

The share capital, which is fully paid up, is set at THREE THOUSAND EUROS (€3,000) and is divided in THREE THOUSAND SOCIAL PARTICIPATIONS with a nominal value each of them of ONE EURO, and numbered correlatively from 1 to 3,000. -----------------------------

Article 5.- Periodicity, call and place of holding of the general meeting. ----------------------

The general meeting will be called by the governing body administration. ---------------------------------------

The call will be communicated to the partners through telematic procedures, through the use of signature electronics. If this is not possible, it will be done by any other communication procedure, individual and written that ensures reception by all partners in the place designated for that purpose or in which recorded in the register of partners. Regarding other aspects related to the call, periodicity, place of celebration and majorities to adopt resolutions of the general meeting will apply the rules provided for in the Capital Companies Law approved by Royal Legislative Decree 1/2010, of July 2.

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Article 6.- Communications from the company to the partners. ------------------------------------------------

The communications that the company must make to partners, in compliance with the provisions of the Law of Capital Companies approved by Royal Decree Legislative 1/2010, of July 2, will be carried out through telematic procedures, through the use of Electronic signature. If this is not possible, it will be done by any other means of communication, individual and written that ensures reception by all the partners in the place designated for that purpose or in which recorded in the register of partners. -----------------

Article 7.- Meeting table. Deliberations and votation

The chairman and secretary of the general meeting They will be those designated by the partners concurrent to the beginning of the meeting. -------------------------

It is up to the president to form the attendance list, declare the board constituted, give the use of the speak in order of request, direct the deliberations and set the time and manner of voting. Before terminate the session, report the adopted agreements, indicating the result of the vote and the manifestations related to them whose record in the minutes had been requested. --------

Article 8.- Ways of organizing the administration. -

The management, administration and representation of the company is the responsibility of the administrative body. - The General Meeting may choose any of the following ways of organizing the administration, without need to modify the statutes, and in the terms provided for in the Capital Companies Law: ---------

a) A single administrator, who corresponds exclusively the administration and representation of the society. ---------------------------------------------

b) Various administrators with solid powers,with a minimum of two and a maximum of five, for each one of which corresponds indistinctly to the powers of administration and representation of the company society, without prejudice to the power of the general meeting of agreeing, with merely internal efficacy, the distribution of powers between them.

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c) Two joint administrators, who will exercise jointly the faculties of administration and representation. ------------------------------------------

The type of management body chosen by the General Meeting, must be registered in the Mercantile Registry . ---------------------------------------------

Article 9.- Appointment, duration and prohibition of competition. ----------------------------------------

Natural or legal persons may be named administrators. The performance of the administrative position will be indefinitely.

Regarding the other appointment requirements, incompatibilities and prohibitions to be administered, the provisions of the Companies Law will be applied capital. --------------------------------------------

The administrator position will be free. -----------

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Article 10.- Scope of representation and powers of the administrative body. -------------------------

The representation that corresponds to the administration extends to all acts included in the corporate purpose defined in these bylaws, in so that any limitation of the powers represents administrators’ opinions, even if it was registered in the Mercantile Registry, will be ineffective against to thirds. -------------------------------------------

Article 11.- Notifications to the company. --------

Notifications to the company may be addressed to any of the administrators at the domicile of the society. ---------------------------------------------

Article 12.- Sole Proprietorship Limited Liability Company

To the limited liability company unipersonal will apply the specialties of the regime provided in the Capital Companies Law approved by the Royal Legislative Decree 1/2010, of July 2. ------------

TWO.- ASSUMPTION AND DISBURSEMENT.- The Share Capital is fully assumed and paid by the sole partner.

I am credited with the effective economic contribution of the amount of the subscription and disbursement of capital official made, by means of a certificate that I leave attached to the present deed. --------------------------------

THIRD.- CHOICE OF ADMINISTRATION FORM AND

APPOINTMENT OF POSITIONS.- The sole partner agrees: -----

1º.- That the company is managed and represents given by ONE SINGLE ADMINISTRATOR. ------------------------

2º.- Appoint SOLE ADMINISTRATOR of the company, of in accordance with the Corporate Bylaws, to DON ENRIQUE SELVA BELLVÍS. ------------------------------

The person appointed accepts his position, takes possession of it and promises to perform it with the diligence of an order businessman and a loyal representative, stating not incur any cause of incapacity, incompatibility or prohibition to exercise it. ----------------

3º.- Relieve the appointed administrator of the prohibition jurisdiction clause contained in article 230 of the Consolidated text of the Capital Companies Act. ----

FOURTH.- NAME.- There is no Limited Company that bears the same denomination as the one constitutes by this deed, as accredited with the corresponding telematic certificate of the Denominations Section of the Central Mercantile Registry obtained by the appearing party whose impression, after verify the authenticity and validity of the electronic signature of the authorizing Registrar of the same through the telematic procedure established for this purpose, I incorporate to this matrix. --------------------------------

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FIFTH.- FINAL STATEMENTS.- It states: -----

A) That during the phase prior to the registration of the company in the Mercantile Registry, is conferred on the Administrative Body, expressly and especially, the same faculties as the Statutes and legal regulations generally attributed to them. ----------------

B) That it is not affected by any incompatibility both to establish the Company as well as for the performance of the administrative charges of the Society that he founded. --

C) That the Company that is founded is not included in any of the cases provided for in the Law 39/1975, of October 31, on letter designation two advisors to the administrative body of certain mercantile companies, in order to the obligation to sign Counsel Counsel. ---------------------------------

D) That informed of the constitution procedure telematics of the company regulated in the Royal Decree Law 13/2010, of December 3, especially on plans and cost reduction that this entails, declares its express will to use said procedure, concept of cost reduction. ---------------------

SIXTH.- The appearing party requires me, the Notary, to request from the State Administrative Agency Tax Administration (AEAT), in accordance with the provisions established in the current legislation and through the procedure telematic system established for this purpose, the issuance in electronic support of the IDENTIFICATION NUMBER FISCAL; the accrediting communication of the same of the (AEAT) I will leave attached to this matrix by testimony mon. -------------------------------------------------

SEVENTH.- ELECTRONIC CORRECTION.- The appearing authorizes me, Notary, to correct electronically—adjusting to the qualification and will manifested by the parties - the defects noticed by the Mercantile Registrar in its qualification. -----------

EIGHTH.- Request the application to this deed of the exemption in the Tax on Legal Acts Documented, contained in article 3 of the Royal Decree Law 13/2010, of December 3, on actions in the fiscal, labor and liberalizing fields to promote investment and job creation. -----------------

TELEMATIC PRESENTATION.- Request the presentation telematics of this deed in the Mercantile Registry according to the provisions of article 249 of the Notarial Regulation. --------------------------

=== GRANT ===

So says and grants before me, Notary Public, after make legal reservations and warnings, especially mind: ------------------------------------------------

-- Those derived from the obligatory nature of the presence of this deed for registration in the Mercantile Registry within a period of TWO MONTHS counting from today, whose registration in the same is requested, even partially under the provisions of Article 63 of the Mercantile Registry Regulations, if full registration is not possible. -------------

-- Prosecutors, including the obligation of the in interested in presenting this document for liquidation in the competent office within a period of thirty business days from the moment the taxable event occurs, condition of the assets to the payment of the tax, responsibilities and sanctions in case of non-compliance, in the terms provided in the Article 114.2 and concordant of the Tax Regulation on Asset Transfers and Documented Legal Acts approved by Royal Decree 828/1995, of May 29

-- And those related to Law 8/1989, of April 13, of Rates and Public Prices, in relation to whose Disposition Third Additional position is reflected in this matriz the liquidation of customs duties corresponds tooth to it. -------------------------------------

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=== DATA PROTECTION ===

In accordance with the provisions of the Organic Law 15/1999, of December 13, on data protection of personal character, is informed of and accepts the information corporation of your personal data to the computerized files existing in the notary’s office, as well as the rights of access, rectification and cancellation of their consent and the revocation of their consent.

These data will be kept confidential without prejudice to its treatment, automated or not, of mandatory remittances and their assignment and communication in order to enable processing of this deed. ---------------------

=== AUTHORIZATION===

Reading this deed in accordance with article 193 of the Notary Regulations, it is ratified in its content, of the that he states that he has been duly informed, and sign with me, Notary, that I attest that he consented knowledge has been freely given, that the granting consent is in accordance with the law and the due will informed mind of the grantor or intervener and, in general general, as appropriate, of what is contained in this instrument instrument spread out on seven pages of Timbre paper of the State, exclusive for notarial documents, series and number of the present and the corresponding before priors in correlative order. -------------------------

There is the signature of the appearing party.- Signed and signed C: José Alicarte.- Initialed.- There is the seal of the would notary ----------------------------------------------

DILIGENCE.- To make it clear that today September eighth, two thousand and thirteen, I request and obtain, through the Telematic NIF Request Service provisional General Council of Notaries and the State Tax Administration Agency, the co communication accrediting the Identification Number Prosecutor of the company “DISTRITECH SOLUTIONS, SL”, with AEAT file number 2013C3656960260Z, being its PROVISIONAL NIF B98569619, whose communication I incorporate to this array. -----------------------------------------

Not having to state other extremes, I give for termination of this proceeding. ------------------

And I, Notary Public, attest to the proceeding of the content of this procedure which is extended after the deed that motivates it.----------

Signed and signed: José Alicarte. Initialed. Is Notary seal. --------------------------------

NOTE.- In compliance with the provisions of article 112.1 of Law 24/2001, the following business day of its authorization I send ELECTRONIC AUTHORIZED COPY to the Mercantile Registry of Valencia. Attest. JA Initialed. --

NOTE.- On September 19, 2013 I received by electronic communication of the competent Registry, according to which entry number has been made 645 of the newspaper 763. I attest. JA Initialed. -----------

DILIGENCE.- To state that on the twenty-three of September of two thousand and thirteen I have received through the SIGNO platform the notification of suspension registration by the Mercantile Registry of Valencia, of the company “DISTRITECH SOLUTIONS, SL”.

I print on paper the aforementioned document that remains in incorporated into this matrix. ------------------------------

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And, not having to state other extremes, I hereby terminate this procedure and that it is extended after the writing that motivates it, and in the This exclusive sheet of paper for note documents, attesting to the foregoing. -

Signed and signed: José Alicarte. Initialed. Is Notary seal. -------------------------------

NOTE.- On September 24, 2013, I released my first copy for “DISTRITECH SOLUTIONS, SL” on twelve pages State Stamp paper, exclusive for documents notarial cough, series BN, numbers 6488794 and the eleven following in correlative order. ATTEST. JA Rubricate

DILIGENCE.- To certify that the thirtieth of September two thousand and thirteen I am given the Certificate of presentation at the Ministry of Finance and Public Administration of this deed, and of model 600 of the Patrimonials Transfer Tax and Documented Legal Acts, which in I incorporate to this matrix. -------------------------

Not having to state other extremes, I give for termination of this proceeding. ------------------

And I, Notary, attest to the proceeding of the content in this diligence, which is extended after the deed that motivated it.

Signed and signed: José Alicarte. Initialed. Is Notary seal. -----------------------

NOTE.- In compliance with the provisions of the ar Article 112.1 of Law 24/2001, on September 30 on two thousand and thirteen I am sending an ELECTRONIC AUTHORIZED COPY o the Mercantile Registry of Valencia. Attest. JA Ru bricate. -----------------------------------------------

NOTE.- On October 1, 2013 I received from telematics the communication of the competent Registry, according to which entry number has been made 645 of the newspaper 763. I attest. JA Rubricate. ----------

DILIGENCE.- To record that on day one of October two thousand and thirteen I have received through the SIGNO platform notification of full registration by the Mercantile Registry of Valencia, of the company company “DISTRITECH SOLUTIONS, SL”. ------------------

I print on paper the aforementioned document that remains in incorporated into this matrix. ------------------------------

And, not having to state other extremes, I hereby terminate this procedure and that it is extended after the writing that motivates it, and in the This exclusive sheet of paper for note documentsrials, attesting to the foregoing. -

Signed and signed: José Alicarte. Initialed. Is Notary seal. -------------------------------

There are the signatures of the appearing parties are the sign, signature, initials and seal of the notary public authorizing. --------------------------------

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--------------- CONNECTED DOCUMENTS FOLLOW --------------

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