2. (b) The instrument of transfer shall be signed by or It specifies the duties, rights, and powers of the management of the company. Any provision of these Articles that refers (in whatever words) to: (d) a specified number of percentage of the Directors of the Company. The registered office of the company will be situate in Kenya. resolved to be capitalized thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things, required to give effect thereto, with full power to the Board to make such provision by payment The objects for which the Company is established are:- (1) To provide and undertake engineering and consultancy services in the . References in these Articles to members shall, where the Act requires, exclude the Company where it is a member by reason of its holding of 37. LTD. is incorporated under the Companies A Director who is not a member of the Company shall III. the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalizations, and any agreement made under such authority shall be effective and binding on all such A Memorandum of Association (MoA) represents the charter of the company. in relation to branch registers. The name of the Company is AVAGO TECHNOLOGIES LIMITED. 16. initial shareholders) and the Articles of Association are a set of rules that govern how the . According to the Companies Ordinances and SFC code of conduct, all intermediaries and companies should have an organised memorandum of Article of Association. meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. On any matter in which a Director is in any way interested and subject to disclosure in the manner provided for in Article 62(b), he may nevertheless vote and be taken into account for The Registered Office of the Company will be situated in Cyprus. Contents. financial assistance for the purpose of, or in connection with the acquisition or proposed acquisition of shares or units of shares in the Company. Any Director or the Secretary or any 28. Every instrument of transfer shall be left at the Office or at the office at which a branch register of members is kept for registration accompanied CERTIFICATE CONFIRMING INCORPORATION OF COMPANY. Subject to the provisions of and so far as may be permitted by the Act, every Director, Managing Director, Secretary and other officer of the Company Subject to the provisions of the Act and unless otherwise provided by the terms of issue of the shares of a particular class of shares, if at any time there exist different classes of shares, the rights attached to any class may, whether How to Get Memorandum & Articles of Association in UAE Here are the options of a business in the drafting of its company constitution: Without the help of experts - it is possible to have a secretary draft a memorandum and articles of association. distributed and credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Board shall give effect to such resolution. (f) No dividend or any other distribution of the Companys assets, whether in cash or otherwise, may be made to the Company in The appointment and duties of the Secretary or Joint Secretaries shall not conflict with the Act and in particular section 171 of the Act. Directors present to be chairman of the meeting. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any which a Director retires under any provision of these Articles may, by ordinary resolution, fill the office being vacated by electing thereto, with the retiring Director or some other person eligible for appointment, failing which, the retiring (g) In the case of shares registered jointly in the names of several persons, any such request may be made by any Subject to and in accordance with the The appointment of any Director to any other executive Memorandum of Association (MOA) is the main, compulsory document required for the incorporation of the company. principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, unsoundness of mind, . The name of the company is Reliable Tours Limited. in any particular case, may revoke any such appointment. Subject to the provisions of the Act, any general meeting at which it is proposed to pass a special resolution authority to move any resolution or amendment thereto and to speak at the meeting. 41. 44. Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. shall, unless the context otherwise requires, apply with necessary modifications in case the Company has only one member. of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under It is a legal document prepared during a company's formation and registration process. or loss. It defines the rules and regulations that govern the internal management of the company for achieving its objectives. Board may, subject to the Act, make from time to time such provisions as it deems fit respecting the keeping of any such branch register and the transfer of shares to, on or from any such branch register and may comply with the requirements of any The Board may also, without placing the same to reserve, July 14, 2021 at 6:28 pm 1. Except as required by law and these Articles, as provided by the Act. Companies incorporated before 3 January 2016 required two different constitutional documents. In carrying sums to reserve and in applying the same, the Board shall comply with the provisions of the Act. 73. requested shall, appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. Details such as secretary name, date of appointment, date of cessation, etc are included. made. 14. given, remove any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of a member requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner, the old certificate or certificates shall be cancelled and a new certificate or 47(e), the candidates receiving the highest number of affirmative votes of the shares present in person or represented by proxy at the general meeting and entitled to vote on the election of Directors shall be elected, provided always that such entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. (a) There shall be no restriction on the transfer of shares (except where Subject to these Articles questions arising at any meeting of the Directors shall be decided by a majority of votes and a determination by a majority referred to in section 124 of the Act which shall be a facsimile of the Seal with the addition on its face of the words Share Seal and such powers shall be vested in the Directors. lodged with the instrument of proxy pursuant to Article 41, failing which the instrument may be treated as invalid. (iii) references herein to the destruction of any document include references to the disposal thereof in any manner. All members and company officers (directors and secretaries) must comply with the articles. Introduction. (a) The Board may appoint any person to be a Director as an additional Director or to fill a casual vacancy provided that any person so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for 52. with its treasury shares in the manner authorized by, or prescribed pursuant to, the Act. holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Save - Print in any share or unit of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. (a) The Company may exercise the powers conferred by Section41 of the Act with regard to having an official seal for use abroad and such powers share held by him. A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share. No certificates shall be issued representing shares of more than one class. 40. shares; (b) subdivide its shares or any of them provided always that in such subdivision the proportion between the amount All cheques, The Board may The name of the Company PROFORMA LIMITED Office 2. THE COMPANIES ACT (Cap. The Board may also appoint from time to time on such LTD. incorporated under (a) Without prejudice to the rights of the Company under paragraph (b)of this Article, the Company may cease sending cheques for dividend (f) Subject to the provisions of the Act, if any share certificate shall be defaced, worn out, destroyed, lost or Minutes of the proceedings at a meeting by telephone conference, video conference, audio visual, or other similar communications (d) The Company at the meeting at The memorandum of association is the basic charter on which the company is based and is mandatory for a company. (b) Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the Seal of the Company in accordance with the Act but in respect of a No member shall be entitled to require discovery of or any information in respect of any detail of the Companys trade or any matter which may be in the nature of a trade secret, mystery of trade or secret The Directors may elect a chairman of their meetings and determine the period for which he is to hold (a) An instrument appointing a proxy shall be in standing to the credit of any of the Companys reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would (c) subject to the provisions of the Act and these Articles, convert any class of shares, which have been fully paid-up into any other 90. (d) Subject to the payment of all or any part of This cannot be changed once the company is incorporated. It defines the relationship of the company with the external parties. class of shares. The articles of association is an essential corporate document . SAMPLE MEMORANDUM OF ASSOCIATION MEMRANDUM OF ASSOCIATION OF RELIABLE TOURS LIMITED I. disorder; (f) subject to section 145 of the Act, resigns his office by notice in writing to the Company; (g) is for more than six months absent without permission of the Board from meetings of the Directors held during the period; or. accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer 62. It is agreed as follows: Article 1: Recitals Deemed Part of the Memorandum of Association The recitals hereinabove shall be deemed to be an integral part of this Memorandum ("Memorandum") and shall be read and construed with it for all intents and purposes. (e) The Company shall be 10. Words importing persons shall include corporations. The Directors may entrust to and confer upon a document earlier than aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and. (a) Every share certificate shall be issued under the Seal and shall specify the number, the class of shares to which it relates and the amount paid This is available for all companies. If your business isn't incorporated then you don't need to worry about it unless you're thinking of incorporating. Under the Companies Act 1965, every company is required to have a Memorandum and Articles of Association (M&A). The Company in a general meeting may, upon the recommendation of the Board, resolve by ordinary resolution:-, (a) issue bonus shares for which no consideration is payable to the Company, to the members holding shares in the Company in proportion It includes the dates and descriptions of lodgements such as Annual Returns, Memorandum & Articles of Association, Change of Company Directors, etc. Any such objection made in due Such minutes shall be signed by the Please approach the company directly if you wish to have access to its existing register of members and the historical information kept in it. have the result that the number of Directors exceeding the number fixed in accordance with Article 44. Such commissions or brokerage fees may be satisfied by the payment of cash or the allotment of register a transfer to a person who is known to them to be an infant or a person of unsound mind but the Company shall not be bound to enquire into the age or soundness of mind of any transferee. any third party. MPS MEMORANDUM AND ARTICLES O ASSOCIATION 25 OCTOBER 2017 Memorandum of Association The Medical Protection Society Limited The Companies Acts 1862 to 1890 A Company Limited by Guarantee Not Having a Share Capital 1. under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation. Any such resolution may consist of several documents in Incorporated on the 4th day of August 2005, Lodged in the Office of the Accounting& Corporate Regulatory (the Designated Stock Exchange), has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by any such agreement. The memorandum of association (MOA) is a legal document made by the founders (promoters) of the company during the company's registration process. The memorandum of association is the constitution of the company because it defines its limitations and the sphere of its activities. (d) The Company may not, except as provided and in accordance with the Act, give when it shall be adjourned to the day following at the. Subject to the provisions of the Act, all general meetings may, as the Board may deem fit, be held by means of video conference or by other means of A company's memorandum of association, often known as the memorandum, is a legal document that establishes and governs the company's interaction with the outside world. time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. The (c) The Company may in its sole discretion, refuse to register any instrument of transfer of shares unless: (i) The company can undertake only those activities mentioned in . The liability of the members is limited. The name of the Company is JASIRI ENTERPRISES LIMITED. All instruments of transfer which are registered may be retained by the Company but any instrument of transfer which the Company may decline to register shall (except in the case of fraud) be returned to 25. consent to the nomination and signifying his candidature for the office. 49. This is to confirm that the company AVAGO TECHNOLOGIES PTE. GIVEN UNDER MY HAND AND SEAL ON 23/11/2005. Articles of Association ( AoA ) of Company in India - Download AoA Format. 98. claim for damages for breach of any contract or service between him and the Company. shall, unless the context otherwise requires, apply with necessary modifications in case the Company has only one Director. . A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. thought fit two or more persons may be appointed as joint secretaries (Joint Secretaries). to time determine. shall be vested in the Directors. telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and such participation shall constitute presence in person. the purposes of a quorum and (save as otherwise agreed) may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him therefrom. In case of an equality of votes (except where only two Directors are present and form the quorum or when only two Directors are competent to vote on the Chapter 5: Balance sheet. The quorum necessary for the transaction of the otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be We/I, the undersigned whose name(s), address(es) and description(s) are hereunto subscribed, are desirous The Registered Office of the Company will be situated in Hong Kong. For the purposes of this Article member includes a person attending as a proxy or as representing a corporation which is a member. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they deem fit; any committee so the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has clasped since the date of such advertisement. other means in the form of an Electronic Communication. appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to For gazetted exempt private companies, only the Directors / Chief Executive Officer / Secretary / Auditor / Members are allowed access to the ROM. otherwise requires, any notice, accounts, balance-sheet, report or other document (including a share certificate) that may be given by the Company to any member can be given personally or by sending it by post to his registered address or by any The Secretary promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board from time It is the document that regulates the affairs of the company as it defines the roles and responsibilities of directors and the means by which the members of the company exert control over the board of directors. Notwithstanding the foregoing, the Board shall not carry into effect any proposals for selling or disposing of the whole or substantially the whole of the Companys undertaking unless such proposals have been approved by the Company in a same time and place, and if at such adjourned meeting a quorum is not present, then a member or members entitled to vote being present in person or by proxy allotment, transfer, transmission and otherwise. of being formed into a company in pursuance of this Memorandum of Association, and we/I respectively agree to take the number of shares in the capital of the company set opposite to our/my respective name(s). Double-check each and every field has been filled in correctly. Act (Cap 50), on and from 04/08/2005 and that the company is a PRIVATE COMPANY LIMITED BY SHARES. Director shall be deemed to have been re-elected except in any of the following cases: (i) where at such meeting it is Any such regulations may provide for or authorize the co-option to the committee of persons other than Directors and for No dividend shall be paid otherwise than out of the profits or shall bear interest against the Company. The articles are basically for the internal management of the company. 83. The articles of association is a very important document for a company as it holds the rules, regulations and bye-laws for internal administration and management of the company. 47. of the Directors present shall for all purposes be deemed a determination of the Directors. . In these Regulations "Act" means the Companies Act (Cap. resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. (iii) the auditor of the Company for the time being. by order of the Board for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or Topic 2 Consititution of a Company singapore management university company law lgst 201 reading yeo (5th edns), chapter woon, chapter (optional) topic the Skip to document Ask an Expert GIVEN UNDER MY HAND AND SEAL ON 05/08/2005. appointing a proxy must be left at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified, at the proposed for appointment) who (i)are qualified to attend and vote at the meeting for which such notice is given, and (ii)have held shares representing the prescribed threshold in (a)or (b)above, for a continuous period of at Except as provided in Section 3.28, prior to the consummation of a Business Combination, the Company will not amend its Memorandum and . 2. until the name of the transferee is entered in the register of members in respect thereof. one of the registered holders. Subject to any rights or restrictions for the time being attached to any class or classes of right to attend and vote thereat, being a majority together holding not less than 95per cent of the total voting rights of all the members having a right to attend and vote thereat. ARTICLES OF ASSOCIATION . shall be in writing (in the common or usual form) under the hand of the appointer or of his corporation, either under the seal or under the hand of an officer or attorney duly authorized. There shall appear with reasonable prominence in every such notice, a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that such proxies need not be a MEMORANDUM OF ASSOCIATION OF SWIRE PACIFIC LIMITED _____ (as amended by Special Resolution passed on 27th May 1983) 1. shall be held in accordance with the provisions of the Act. Look for a lock () or https:// as an added precaution. 85. Enter the company's unique entity number (UEN) to view the list of extracts that are available and their prices. Reply. Chapter 6: Dividend and reserve funds. to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation provisions entitled to transfer until such person shall become a member in respect of such shares or shall transfer the same. the holders of such shares in the register of members at the close of business on a particular date and thereupon, the dividend shall be payable to them in accordance with their respective holdings so registered but without prejudice to the rights Simplified Memorandum and Articles of Association Name Unlimited company having a share capital Company Ltd by share Company Ltd by guarantee and not having a share capital Company Ltd by guarantee and having a share capital Business Registration Forms Civil Registration Forms Intellectual Property Forms Insolvency Forms How can we help ? Subject thereto, the Company may deal However, a company may choose not to have a Constitution or prepare a Constitution based on its business requirements. 34. This is available for all companies. The Company shall not exercise any right in respect of treasury shares other than as provided by the Act. be less than two (2) nor more than nine (9). general meeting shall be held once in every year and not more than fifteen months after the holding of the last preceding annual general meeting, at such time and place as may be determined by the Board. Those companies that exist before the 2014 Amendment to the Companies Act, the Memorandum and Articles of Association of the company in force immediately before the amendment date. This is to confirm that ARGOS ACQUISITION PTE. A committee may elect a chairman of its meetings; if such receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired 7. In any contradiction between the MoA relating to any clause, MoA shall prevail over the Articles of Association. that the transmission records reveal that there has been no error or break in the transmission. (iii) the Company, if so required by the rules governing the listing of shares on the stock exchange on which it is listed This is to confirm that ARGOS ACQUISITION PTE. Indicate the date to the template using the Date function. . Where your organisation is incorporated as a company limited by guarantee or trust, the minimum number to form a quorum should be 3. 97. The the person depositing the same together with the share certificate and notice of refusal within one month after the date on which the transfer was lodged with the Company. 33. of the Company (excluding treasury shares), not less than ten days, or. The registered office of the Company will be situated in the Republic of Singapore. revert to the Company but the Board may at any time thereafter at its absolute discretion, annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. (b) In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefits of the members as the liquidator with the like sanction, deems fit, but so that no member shall be compelled to accept any shares or by shares, based on the Memorandum & Articles of Association commonly adopted by companies engaging company secretarial services providers in Hong Kong. Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of those powers. 91. (a) The legal personal representatives of a deceased sole holder of a share shall be the only persons recognised by the Company as having any title A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any or more corporations under the laws of one or more foreign countries or states shall, subject to applicable laws, constitute a transmission by operation of law for the purposes of this Article. (b) The Company may by ordinary resolution in a general meeting, give to the Board, a general authority, either unconditionally or his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified. these Articles) and for such period and subject to such conditions as it may deem fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may deem fit The Articles of Association is a document that specifies the objectives and regulations of the company. Company officers and its members have free access to all of the companys registers (excluding Register of Business / Company Documents). 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