Articles of Association Long Form

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Articles of Association Long Form

Articles of Association Long Form

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

1. PRELIMINARY

1.1 The company's name is {{company_name}} (hereinafter referred to as "the Company").

1.2 The registered office of the Company shall be situated in {{registered_office_address}}.

1.3 The objects for which the Company is established are {{company_objects}}.

2. SHARE CAPITAL AND ALLOTMENT OF SHARES

2.1 The authorised share capital of the Company is {{authorised_share_capital}} divided into {{number_of_shares}} shares of {{par_value}} each.

2.2 The directors may allot, issue, or grant options over shares in the Company to such persons, at such times and on such terms as they think fit, subject to any special rights for the time being attached to any shares.

2.3 No shares may be issued at a discount, except as provided by law.

3. SHARE CERTIFICATES

3.1 Every person whose name is entered as a member in the register of members shall be entitled to one certificate for all of his shares of any one class or several certificates each for one or more of his shares of any one class.

3.2 Every certificate shall be issued under the seal of the Company and shall specify the number and class of shares to which it relates and the extent to which the shares are paid up.

4. TRANSFER OF SHARES

4.1 Shares in the Company shall be transferable in the manner provided by these Articles.

4.2 No transfer of a share shall be registered unless a proper instrument of transfer has been delivered to the Company.

4.3 The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, not being a fully paid share.

5. GENERAL MEETINGS

5.1 An annual general meeting shall be held in each year at such time and place as the directors shall appoint.

5.2 All general meetings other than annual general meetings shall be called extraordinary general meetings.

5.3 A quorum for a general meeting shall be {{number_of_members}} members present in person or by proxy.

6. DIRECTORS

6.1 The number of directors shall not be less than {{minimum_directors}} and not more than {{maximum_directors}}.

6.2 The first directors of the Company shall be {{first_director_names}}.

6.3 A director may be removed by an ordinary resolution of the Company in general meeting.

7. POWERS AND DUTIES OF DIRECTORS

7.1 The business of the Company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the Company.

7.2 The directors may exercise all such powers of the Company as are not by the Companies Act or by these Articles required to be exercised by the Company in general meeting.

8. DIVIDENDS

8.1 The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.

8.2 No dividend shall be paid otherwise than out of profits available for distribution.

8.3 The directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

9. ACCOUNTS

9.1 The directors shall cause true accounts to be kept of all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place.

9.2 The accounts shall be audited at least once in every year.

10. SEAL

10.1 The seal of the Company shall be in such form as the directors may approve and shall not be affixed to any instrument except by the authority of a resolution of the directors or a committee of directors authorized by the directors.

10.2 Every instrument to which the seal shall be affixed shall be signed by two directors or by one director and the company secretary.

11. NOTICES

11.1 A notice may be given by the Company to any member either personally or by sending it by post to him at his registered address.

11.2 Any notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted.

SIGNATURE BLOCK

__________________________

{{director_name_1}} (Director)

__________________________

{{director_name_2}} (Director)

Date: {{date}}