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THE
COMPANIES ACTS 1985 to 1989
PRIVATE
COMPANY LIMITED BY SHARES
MEMORANDUM
OF ASSOCIATION OF
YOUR COMPANY NAME HERE LIMITED
1
The Companys name is YOUR COMPANY
NAME HERE LIMITED
2
The Companys registered office is to
be situated in England and Wales.
3
The Companys objects are:
(a)
To carry on the business of a general commercial company
(b) To acquire by purchase,
lease, exchange, hire or otherwise and take options over any property
whatever, and any rights or privileges of any kind over or in respect of
any property of any kind necessary or convenient for the purpose of or in
connection with the Companys business.
(c) To acquire by purchase,
application, registration or otherwise and protect, prolong and renew,
whether in the United Kingdom or elsewhere any patents. patent rights, licences, secret processes, trade marks, designs,
protections and concessions or any other intellectual property rights and
to disclaim, alter, modify, use and turn to account and to manufacture
under or grant licences or privileges in respect of the same.
(d) To acquire or undertake the
whole or any part of the business, goodwill, and assets of any person,
firm, or company carrying on or proposing to carry on any of the
businesses which the Company is authorised to carry on and undertake all
or any of the liabilities of such person, firm or company as part of the
consideration for such acquisition, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for
sharing profits, or for co-operation, or for mutual assistance with any
such person, firm or company, or for subsidising or otherwise assisting
any such person, firm or company, and to give or accept, by way of
consideration for any of the acts or things aforesaid or property
acquired, any shares, debentures, debenture stock or securities that may
be agreed upon, and to hold and retain, or sell, mortgage and deal with
any shares, debentures, debenture stock or securities so received.
(e) To improve, manage,
construct, repair develop, exchange, let on lease or otherwise, mortgage,
charge, sell, dispose of, turn to account, grant licenses options rights
and privileges in respect of or otherwise deal with all or any part of the
property and rights of the Company
(f) To invest and deal with the
moneys of the Company not immediately required and to hold or otherwise
deal with any investments made in such manner as the Company may from lime
to time determine
(g) To lend and advance money
or give credit on any terms and with or without security to any person
firm or company (including without prejudice to the generality of the
foregoing any holding company subsidiary or fellow subsidiary of, or any
other company associated in any way with the Company), to enter into
guarantees, contracts of indemnity and surety ships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or
guarantee in any manner and upon and terms the payment of any sum of money
or the performance of any obligation by any person firm or company
(including without prejudice to the generality of the foregoing any such
holding company subsidiary fellow subsidiary or associated company as
aforesaid)
(h) To borrow and raise money
in any manner and to secure the repayment of any money borrowed, raised or
owing by mortgage charge, standard security, lien or other security upon
the whole or any part of the Companys property or assets (whether
present or future), including its uncalled capital, and also by a similar
mortgage, charge standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it
may undertake or which may become binding on it
(i) To draw, make accept
endorse, discount, negotiate, execute and issue cheques, bills of exchange
promissory notes, warrants, debentures and other negotiable or
transferable instruments
(j) To oppose any
proceedings or applications which may seem calculated directly or
indirectly to prejudice the Company's interests
(k) To acquire by subscription
or otherwise hold, sell, deal with and dispose of, place and underwrite
shares stocks, debentures, debenture stocks, or any other securities
issued or guaranteed by any company constituted or carrying on business in
any part of the world, and any such securities issued or guaranteed by any
government or authority, municipal, local or otherwise, in any part of the
world
(l) To control, manage
finance subsidise, coordinate or otherwise assist any company or companies
in which the Company has a direct or indirect financial interest
(m) To promote any other company for
the purpose of acquiring the whole or any part of it if it appears likely
to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite subscribe for, or otherwise acquire all or any part of the
shares or securities of any such company as aforesaid.
(n) To sell or otherwise
dispose of the whole or any part of the business or property of the
Company for such consideration as the Company may think fit
(o) To purchase and maintain
insurance for or for the benefit of any persons who are or were at any
time directors officers or employees of the Company or of any other
company which is its holding company or any of the predecessors of the
Company or of such holding company has any interest whether direct or
indirect or which is in any way allied to or associated with the Company,
or of any subsidiary undertaking of the Company or of any such other
company or who are or were at any time trustees of any pension fund in
which any employees of the Company or of any such other company or
subsidiary undertaking are interested including (without prejudice to the
generality of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or purported
execution and/or discharge of their duties and/or in the exercise or
purported exercise of their powers and/or otherwise in relation to their
duties powers or offices in relation to the Company or any such other
company, subsidiary undertaking or pension fund.
(p) To act as agents or brokers
and as trustees for any person, firm or company, and to undertake and
perform sub-contracts.
(q) To remunerate any person,
firm or company rendering services to the Company either by cash payment
or otherwise
(r) To distribute among the
Members of the Company in kind any property of the Company properly
distributable amongst the members.
(s) To pay or procure the
payment of all or any expenses incurred in connection with the promotion.
formation and incorporation of the Company.
(t) To give or award
pensions, annuities, gratuities and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities
and services for any persons who are or have been Directors or employees
of the Company, or any company which is a subsidiary of the Company or the
holding company of the Company or a fellow subsidiary of the Company or
the predecessors in business of the Company or of any such subsidiary,
holding or fellow subsidiary company and to the wives, widows, children
and other relatives and dependants of such persons; to make payments
towards insurance including insurance for any Director, officer omission
by them in relation to the carrying out of their obligations and duties in
relation to the Company
(u) Subject to and in
accordance with a due compliance with the provisions of section 155 to 158
(inclusive) of the Act (if and so far as such provisions shall be
applicable), to give, whether directly or indirectly, any kind of
financial assistance (as defined in section 1 52(1)(a) of the Act) for any
such purpose as is specified in section 151(1) and/or section 151(2) of
the Act
(v) To procure the Company to
be registered or recognised in any part of the world
(w) To do all or any of the things
authorised in any part of the world and either as principals, agents,
contractors or otherwise, and by or through agents, brokers,
subcontractors or otherwise and either alone or in conjunction with others
(x) To do all such other things
as may be deemed incidental or conducive to the attainment of the
Companys object or of any of the powers given to it by the Act or by
this Clause
AND
so that:
(1) None of the provisions set
forth in any sub-clause of this Clause shall be restrictively construed
but the widest interpretation shall be given to each such provision, and
none of such provisions shall, except where the context expressly so
requires, be in any way limited or restricted by reference to or inference
from any other provisions set forth in such sub-clause, or by reference to
or inference from the terms of any other sub-clause of this Clause, or by
reference to or inference from the name of the Company.
(2) The word Company in
this Clause, except where used in reference to the Company, shall be
deemed to include any partnership or other body of persons, whether
incorporated or unincorporated and whether domiciled in the United Kingdom
or elsewhere.
(3) In this Clause the
expression the Act means the Companies Act 1985, but so that any
reference in this Clause to any provision of the Act shall be deemed to
include a reference to any statutory modification or re-enactment of that
provision for the time being in force.
(4)
The liability of the Members is limited.
(5)
The Companys share capital is £
100.00
divided
into 100
shares
of £
1.00
each, with the power to increase or to divide the shares in the
capital for the time being, into different classes having such rights,
privileges and advantages as to voting and otherwise, as the Articles of
Association may from time to time prescribe.
We,
the subscribers to this Memorandum of Association, wish to be formed into
a Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.
NAMES
AND ADDRESSES
NUMBER OF SHARES TAKEN
OF
SUBSCRIBERS
BY EACH SUBSCRIBER
1st
DIRECTORS NAME HERE
1
ADDRESS
ADDRESS
ADDRESS
.. SIGNATURE
1st
DIRECTORS NAME HERE
1
ADDRESS
ADDRESS
ADDRESS
.. SIGNATURE
TOTAL
SHARES TAKEN
2
DATED
the ___________ day of ________________________ 2004?
WITNESS to the above Signatures
..
..
..
..
..
.. ...
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