Alta Group N.V.
Articles of Incorporation
Article I — Name
The name of the company is Alta Group N.V.
Alta Group N.V. may also operate under the shortened name Alta Group.
Article II — Nature of the Company
Alta Group N.V. is organized as a holding company.
The company may own, control, manage, form, acquire, sell, merge, dissolve, or reorganize subsidiaries, divisions, brands, platforms, and business lines as approved by its governing authority.
Alta Group may operate through subsidiaries rather than directly conducting all business activities itself.
Article III — Purpose
The purpose of Alta Group is to build, own, govern, and manage a group of financial, technology, legal, gaming, infrastructure, and related businesses.
The company may engage in any lawful business activity approved by the Founder, Chairman, Board of Directors, or other authorized governing body.
The purposes of Alta Group include, but are not limited to:
- Owning and governing subsidiary companies;
- Managing corporate strategy and capital allocation;
- Owning technology, websites, software, APIs, bots, domains, trademarks, brands, documents, and other intellectual property;
- Providing shared services and infrastructure to subsidiaries;
- Establishing corporate policies, governance standards, and operating rules;
- Holding investments, assets, and ownership interests; and
- Conducting any other activity reasonably related to the interests of Alta Group.
Article IV — Founder
The founder of Alta Group is 12700k (a/k/a FTLCEO).
The Founder shall hold the permanent title of Founder and Chairman of Alta Group unless the Founder voluntarily resigns from such position in writing.
No shareholder action, Board action, subsidiary action, officer action, policy, agreement, or amendment shall remove, replace, limit, or override the Founder as Chairman without the Founder’s written consent.
The Founder may also hold any additional office or role within Alta Group or any subsidiary.
Article V — Shares
Alta Group may issue shares in classes approved by the Board of Directors.
The initial authorized share classes are:
- Class A Shares — voting shares; and
- Class B Shares — non-voting shares, unless otherwise provided by amendment, agreement, or Board approval.
The rights, voting power, dividend rights, transfer restrictions, and other terms of each class of shares may be further described in the Bylaws, Shareholders’ Agreement, or any resolution approved by the Board of Directors.
No shares may be issued without approval of the Board of Directors or other authority authorized under the Bylaws.
Article VI — Board of Directors
Alta Group shall be governed by a Board of Directors.
The Board shall have authority over the company’s business, affairs, subsidiaries, major decisions, corporate structure, and strategic direction, subject to the reserved rights of the Founder and Chairman.
The size, composition, procedures, voting rules, appointment process, and authority of the Board shall be set forth in the Bylaws.
Article VII — Officers
Alta Group may appoint officers, including but not limited to:
- Chairman;
- Chief Executive Officer;
- President;
- Chief Operating Officer;
- Chief Financial Officer;
- General Counsel;
- Secretary; and
- Any other officer or executive position approved by the Board or Chairman.
Officers shall have the authority granted to them by the Bylaws, Board resolutions, corporate policies, or written delegation.
Article VIII — Subsidiaries
Alta Group may create, own, operate, control, reorganize, merge, sell, or dissolve subsidiaries.
Subsidiaries may include, but are not limited to:
- Alta Bank;
- Alta Exchange;
- Alta Terminal;
- Newport Clearing Corporation;
- Alta Solutions;
- Alta Stakes;
- Alta Law; and
- Any future subsidiary approved by Alta Group.
Unless otherwise approved by Alta Group, subsidiaries operate under the authority of Alta Group and remain subject to Alta Group’s ownership, governance, reserved powers, and strategic direction.
Article IX — Technology and Intellectual Property
Alta Group owns all corporate technology and intellectual property created for, by, or on behalf of Alta Group or its subsidiaries unless otherwise agreed in writing.
This includes, but is not limited to:
- Websites;
- Software;
- Source code;
- APIs;
- Discord bots;
- Domains;
- Trademarks;
- Logos;
- Brand assets;
- Documentation;
- Internal systems; and
- Platform infrastructure.
Subsidiaries may use Alta Group technology and intellectual property under internal license, authorization, or agreement approved by Alta Group.
Article X — Limitation of Liability
To the fullest extent permitted by applicable rules, laws, server rules, or governing procedures, directors, officers, executives, employees, and authorized representatives of Alta Group shall not be personally liable for actions taken in good faith on behalf of the company.
Alta Group may indemnify its directors, officers, executives, employees, and authorized representatives for actions taken in good faith within the scope of their duties.
Article XI — Amendments
These Articles may be amended by approval of the Board of Directors, subject to any Founder protections, shareholder approval requirements, or reserved matters set forth in the Bylaws or Shareholders’ Agreement.
No amendment may remove, limit, or override the Founder’s position as Founder and Chairman without the Founder’s written consent.
Article XII — Adoption
These Articles of Incorporation are adopted as the founding corporate document of Alta Group N.V.
Upon approval, these Articles shall remain in effect until amended or replaced in accordance with their terms.