FID Trust International

SAMPLE


The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having a share capital

Memorandum of Association of [RTM insert name] Limited


1. The name of the Company (referred to in this document as the Company) is [RTM Company Limited].

2. The registered office of the Company will be situated in [England and Wales] [Wales].

3. The objects for which the Company is established are:

3.1 to acquire and exercise in accordance with the Commonhold and Leasehold Reform Act 2002 or any statutory modification or re-enactment thereof for the time being in force (the 2002 Act) the right to manage the property known as [name] including any extension or development thereof or any appurtenance or alteration thereto and any part or parts thereof (including common parts) (the right to manage and the Premises respectively); and

3.2 in the event that there is no RTE company (as defined by the Leasehold Reform, Housing and Urban Development Act 1993 or any statutory modification or reenactment thereof for the time being in force (the 1993 Act)) in relation to the Premises, to canvas and co-ordinate opinions among members of the Company, and to assist and support the formation of a RTE company in relation to the Premises.

The objects set forth in this clause shall not be restrictively construed but the widest interpretation shall be given to each such object. Neither of the objects shall be limited or restricted by reference to the other, or deemed subsidiary or ancillary to the other.

4. In furtherance of the principal objects or either of them, but not otherwise, the Company shall have power:

4.1 to do all such things as may be authorised or required to be done by a RTM company by and under the 2002 Act, and in particular (but without derogation from the generality of the foregoing);

4.2 to prepare and make, and to pursue or withdraw a claim to acquire the right to manage the Premises;

4.3 to exercise management functions under leases of the whole or any part of the Premises in accordance with sections 96 and 97 of the 2002 Act;

4.4 to exercise functions in relation to the grant of approvals under long leases of the whole or any part of the Premises in accordance with sections 98 and 99 of the 2002 Act;

4.5 in accordance with sections 100 and 101 of the 2002 Act, to monitor, keep under review, report to the landlord, and procure or enforce the performance by any person of the terms of any covenant, undertaking, duty or obligation in any way connected with or affecting the Premises or any occupants thereof;

4.6 to negotiate for and make applications for the variation of leases pursuant to Part IV of the Landlord and Tenant Act 1987 or any statutory modification or re-enactment thereof for the time being in force (the 1987 Act);

4.7 to do such other things and to perform such other functions in relation to the Premises or any leases of the whole or any part of the Premises as may be agreed from time to time with the landlord (s) or any other parties to the leases as the case may be;

4.8 to provide and maintain services and amenities of every description in relation to the Premises, to maintain, repair, renew, redecorate, repaint and clean the Premises, and to cultivate, maintain, landscape and plant any land, gardens and grounds comprised in the Premises;

4.9 to enter into contracts with builders, decorators, cleaners, tenants, contractors, gardeners, or any other person, to consult and retain any professional advisers and to employ any staff and managing or other agents and to pay, reward or remunerate in any way any person, firm or company supplying goods or services to the Company;

4.10 to make any appropriate or consequential agreements or arrangements for the right to manage the Premises to cease to be exercisable by the Company;

4.11 to issue and receive any notice, counter-notice, consent or other communication and to enter into any correspondence concerning or in any way affecting the Premises, the management of the Premises, the occupants of the Premises, the Company, any of its activities, or any member thereof;

4.12 to commence and pursue or defend or participate in any application to, or other proceeding before, any Court or tribunal of any description;

4.13 to insure the Premises or any other property of the Company or in which it has an interest against damage or destruction and such other risks as may be considered necessary, appropriate or desirable and to insure the Company and its directors, officers or auditors against public liability and any other risks which it may consider prudent or desirable to insure against;

4.14 to collect in or receive monies on account of service charges, administration charges and other charges in relation to the Premises, and whether from the landlords or tenants under leases of the whole of any part of the Premises or otherwise, and, where required by law to do so, to hold, invest and deal with the same in accordance with the provisions of the 1987 Act and any Regulations or Orders made thereunder from time to time;

4.15 to establish, undertake and execute any trusts which may lawfully be, or which are required by law to be, undertaken by the Company;

4.16 to establish and maintain capital reserves, management funds and any form of sinking fund in order to pay or contribute towards all fees, costs, and other expenses incurred in the implementation of the Company’s objects;

4.17 to invest any money of the Company in the United Kingdom by depositing the same at interest with the Bank of England, or by depositing the same in the United Kingdom at interest with a person carrying on in the United Kingdom a deposittaking business within the meaning of the Banking Act 1987, or by depositing the same at interest with, or investing in shares in, a building society within the meaning of the Building Societies Act 1986, or to invest the same in such other manner as the Company in general meeting may authorise from time to time, and to hold, sell or otherwise dispose of any such investments;

4.18 with the consent of the Company in general meeting, to lend and advance money or give credit on any terms and with or without security to any person, firm or company, to enter into guarantees, contracts of indemnity and suretyship 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, body of persons, firm or company;

4.19 with the consent of the Company in general meeting, 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 part of the Company’s property or assets (whether present or future) 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;

4.20 to operate bank accounts and to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, debentures and other negotiable or transferable instruments;

4.21 to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same;

4.22 with the consent of the Company in general meeting, 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 of, or who are or have been employed by, or who are serving or have served the Company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants;

4.23 to monitor and determine for the purpose of voting or for any other purpose the physical dimensions of the Premises and any part or parts thereof and to take or obtain any appropriate measurements;

4.24 to enter into any agreements or arrangements with any government or authority (central, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable, and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions;

4.25 to do all things specified for the time being in the articles of association of the Company;

4.26 to do or procure or arrange for the doing of all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others; and

4.27 to do all such other lawful things as may be incidental or conducive to the pursuit or attainment of the Companys principal objects.

5. The income of the Company, from wherever derived, shall be applied solely in promoting the above objects, and save on a winding up of the Company no distribution shall be made to its members in cash or otherwise.

6. The liability of the members is limited.

7. Every member of the Company undertakes to contribute such amount as may be required, not exceeding £1, to the assets of the Company in the event of the Company being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up the Company, and for the adjustment of the rights of the contributories among themselves.

8. If on the winding up of the Company there remains any surplus after the satisfaction of all its debts and liabilities, the surplus shall be paid to or distributed among the members of the Company.

9. In this Memorandum:

9.1 words expressed in any gender shall, where the context so requires or permits, include any gender;

9.2 persons shall include bodies corporate and partnerships and other unincorporated bodies; and

9.3 words expressed in the singular shall where the context so requires or permits include the plural.

We, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.

Names and addresses of subscribers:

Dated 20**

Witness to the above signatures: