FID Trust International

SAMPLE


The Companies Acts 1985, 1989 and 2006 

Private Company Limited by Shares

Memorandum of Association of [Name of your company] LTD

(A Private Company adopting Table "A" with modifications)


1.     The company’s name is [NAME OF YOUR COMPANY] LTD.

2.     The company’s Registered Office is to be situated in England and Wales.

3.     The objects of the Company are:-

3.0.1 To carry on business as a General Commercial Company.

3.0.2 To carry out any other business which may in the opinion of the Directors be advantageously carried on by the Company.

3.1   To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patents, patent rights, licenses, secret processes, machinery, plant, stock in trade and any real or personal property of any kind for such consideration and on such terms as may be considered expedient.

3.2   To erect, construct, lay down, enlarge, alter and maintain any roads, railways, tramways, sidings, bridges, reservoirs, shops, stores, factories, buildings, works, plant and machinery necessary or convenient for the Company’s business and to contribute to or subsidise the erection, construction and maintenance of any of the above.

3.3   To borrow or raise or secure the payment of money for the purposes of or in connection with the Company’s business and for the purposes of or in connection with the borrowing or raising of money by the Company to become a member of any building society.

3.4   To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and all or any of the uncalled capital for the time being of the Company, and to issue at par or at a premium or discount, and for such consideration with and subject to such rights, powers, privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or redeemable or repayable and collaterally or further to secure any securities of the Company by  trust deed or other assurance.

3.5   To issue and deposit any securities, which the Company has power to issue by the way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts or any obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose businesses or undertakings the Company is interested, whether directly or indirectly.

3.6   To receive money on deposit or loan upon such terms as the Company may approve, and to guarantee the obligations and contracts of any person or corporation.

3.7   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 any 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).

3.8   To grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees or ex-employees of the Company or its predecessors in business or the dependants or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view to providing pensions or other benefits for any such persons aforesaid, their dependants or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Directors, be calculated directly or indirectly to benefit the Company or its employees, and to institute or maintain and club or other establishment or profit sharing scheme calculated to advance the interests of the Company or its officers or employees.

3.9   To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

3.10  To invest and deal with the moneys of the Company not immediately required in such manner as may from time be determined and to hold or otherwise deal with any investments made.

3.11  To pay for any property or rights acquired by the Company, either in cash or fully or partly paid-up shares, with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or by any securities which the Company has power to issue, or partly in one mode and partly in another, and generally on such terms as the Company may determine.

3.12  To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid-up shares of any Company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, repayment in capital, voting or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any Company or corporation, or partly in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stocks, or securities so acquired.

3.13  To enter into any partnership or joint-purse arrangement or arrangement for sharing profits, union of interests or co-operation with any Company, firm or person carrying on or proposing to carry on any business within the objects of this Company, and to acquire and hold, sell, deal with or dispose of shares, stocks or securities of any such Company, and to guarantee the contracts or liabilities of, or the payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such Company.

3.14  To establish or promote or concur in establishing or promoting any other Company whose objects shall include the acquisitions and taking over of all or any of the assets and liabilities of this Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interest of this Company and to acquire and hold or dispose of shares, stock or securities issued by or any other obligations of any such Company.

3.15  To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or Company carrying on any business which this Company is authorised to carry on.

3.16  To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licenses, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of he property and assets for the time being of the Company for such consideration as the Company may think fit.

3.17  To amalgamate with any other Company whose objects are to include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other Company as aforesaid with or without winding up, or by sale or purchase (for fully or partly paid-up shares or otherwise) of all or a controlling interest in the share or stocks of this or any such Company as aforesaid, or by partnership, or any arrangement if the nature of partnership, or any other manner.

3.18  To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.

3.19  To do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees, sub-contractors or otherwise.

3.20  To do all such things as are incidental or conducive to the above objects or any of them.

And it is hereby declared that in the construction of this clause the word “Company” except where used in the reference to the Company shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in Great Britain or elsewhere, and that the objects specified in the different paragraphs of this clause shall, except where otherwise expressed therein, be in nowise limited by reference to any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the object of a separate, distinct and independent Company.

4.     The liability of the members is limited.

5.     The Company’s share capital is £1000.00 divided into 1000 Ordinary shares of £1.00 each. The shares in the original or any increased by capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise.

 

I/we, the person(s) whose name(s) and address(es) subscribed is/are desirous of being formed into a Company in pursuance of this Memorandum of Association and I/we respectively agree to take the number of share(s) in the capital of the Company set against our name(s)

Name(s) and Address(es) of Subscriber(s)

Date: __ __Month__ 20__

[NAME OF YOUR COMPANY] LTD,

SOME STREET, SOME TOWN, SOME WHERE ZZ3 3XX
Number of Shares taken: 500

SOME NAME,

SOME STREET, SOME TOWN, SOME WHERE, ZZ3 3XX
Number of Shares taken: 500

 

The total number of shares allocated to the subscribers is 1000.