FID Trust International

SAMPLE


The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having a share capital

Memorandum of Association of [RTE insert name] Limited (The Company)


1. The name of the Company (referred to in this document as the Company) is [RTE 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:

  1. 3.1 to exercise and to take all necessary and appropriate steps for the exercise, in accordance with the Leasehold Reform, Housing and Urban Development Act 1993 or any statutory modification or re-enactment thereof for the time being in force (the 1993 Act), of the right to collective enfranchisement of 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 collective enfranchisement and the Premises respectively);
  2. 3.2 to do all such things as may be authorised or required to be done by a RTE company by and under the 1993 Act or any other enactment;
  3. 3.3 to acquire, hold, manage and administer the freehold of the Premises and any other estate or interest, right or privilege whatsoever, whether legal or equitable, comprising or comprised in or otherwise connected with or concerning the Premises;
  4. 3.4 to maintain, repair and improve the Premises, and with the consent of the Company in general meeting, to construct, develop, exchange, let on lease or otherwise, sell, assign, transfer, surrender, turn to account, grant licences, options, rights and privileges in respect of, or otherwise dispose of or deal with all or any part of the Premises;
  5. 3.5 to exercise the functions of the landlord under a lease of the whole or any part of the Premises with respect to services, repairs, maintenance, improvements, insurance and general management;
  6. 3.6 to exercise the functions of the landlord under a lease of the whole or any part of the Premises in relation to the grant of approvals to the tenant under such lease, and to deal with any defective leases of the whole or any part of the Premises;
  7. 3.7 to discharge any other general functions and duties of the landlord under a lease of the whole or any part of the Premises;
  8. 3.8 to monitor, keep under review, investigate, verify and procure or enforce the performance by any person of the terms of any covenant, undertaking, duty or obligation howsoever arising in any way connected with or affecting the Premises or any occupants thereof;
  9. 3.9 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;
  10. 3.10 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;
  11. 3.11 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;
  12. 3.12 to commence and pursue or defend or participate in any application to, or other proceeding before, any Court or tribunal of any description;
  13. 3.13 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;
  14. 3.14 to collect in or receive monies on account of rent, service charges, administration charges and other charges in relation to the Premises, whether from 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 Landlord and Tenant Act 1987 or any statutory modification or reenactment for the time being in force, and any Regulations or Orders made thereunder from time to time;
  15. 3.15 to establish, undertake and execute any trusts which may lawfully be, or which are required by law to be, undertaken by the Company;
  16. 3.16 with the consent of the Company in general meeting to purchase, acquire or accept any interests, licences, options, rights and privileges in or over any real property other than the Premises, and with such consent, to maintain, repair and improve, construct, develop, exchange, let on lease or otherwise, sell, assign, transfer, surrender, turn to account, grant licences, options, rights and privileges in respect of, or otherwise dispose of or deal with all or any part of such real property;
  17. 3.17 to acquire or accept any interests, licences, options, rights and privileges in or over any personal property, and to sell, assign, transfer, exchange, surrender, turn to account, grant licences, options, rights and privileges in respect of, or otherwise dispose of or deal with all or any part of such personal property;
  18. 3.18 with the consent of the Company in general meeting, to carry on any other trade or business whatever which can in the opinion of the board of directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company;
  19. 3.19 with the consent of the Company in general meeting, to promote any other company, and to acquire and hold all or any part of the share or loan capital or other securities of any other company;
  20. 3.20 with the consent of the Company in general meeting, to acquire and undertake all or any part of the business, property and liabilities of any person or company carrying on any business which may be advantageously combined with or which may complement any activity of the Company, or of any person or company possessed of property suitable for any purpose of the Company;
  21. 3.21 with the consent of the Company in general meeting, to amalgamate with any companies, institutions, societies or associations having objects wholly or in part similar to those of the Company, whether in relation to the Premises or any other property;
  22. 3.22 with the consent of the Company in general meeting, to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any body with which the Company is authorised to amalgamate;
  23. 3.23 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 and, if and in so far as permitted by any enactment or agreement with them, to require the members of the Company to contribute towards such reserves or funds at such times, in such amounts and in such manner as the Company may think fit;
  24. 3.24 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;
  25. 3.25 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;
  26. 3.26 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 any part of the Premises or the Companys other 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;
  27. 3.27 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;
  28. 3.28 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;
  29. 3.29 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;
  30. 3.30 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;
  31. 3.31 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 Companys 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;
  32. 3.32 to do all things specified for the time being in the articles of association of the Company;
  33. 3.33 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
  34. 3.34 to do all such other lawful things as may be incidental or conducive to the pursuit or attainment of the Company’s objects or any of them;

AND SO THAT

  1. 3.35 none of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects 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; and
  2. 3.36 none of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate Company.

4. The liability of the members is limited.

5. 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.

6. 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.

7. In this Memorandum:

  1. 7.1 words expressed in any gender shall, where the context so requires or permits, include any gender;
  2. 7.2 persons shall include bodies corporate and partnerships and other unincorporated bodies; and
  3. 7.3. 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: