Articles of Association Long Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRELIMINARY

1.1 The regulations contained in Schedule 1 of the Companies Act, {{companies_act_year}}, shall not apply to the Company.

1.2 In these Articles, unless there be something in the subject or context inconsistent herewith:

“Act” means the Companies Act, {{companies_act_year}}, as amended from time to time.

“Articles” means these Articles of Association as originally framed or as altered from time to time.

“Board” means the Board of Directors of the Company.

“Company” means {{company_name}}.

“Director” means any director for the time being of the Company.

“Member” means a duly registered holder of shares in the Company.

“Office” means the registered office for the time being of the Company.

“Seal” means the common seal of the Company.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to typewriting, printing, lithography, photography and other modes of representing or reproducing words in a visible form.

SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 The authorised share capital of the Company is {{authorised_share_capital_amount}} divided into {{number_of_shares}} ordinary shares of {{share_value}} each.

2.2 Subject to the provisions of the Act and these Articles, shares shall be at the disposal of the Directors, and they may allot, grant options over, or otherwise deal with them to such persons, at such times, and on such terms as they think fit.

2.3 The Company may by special resolution from time to time increase its share capital by the creation of new shares of such amount as it deems expedient.

LIEN

3.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share.

3.2 The Company’s lien on a share shall extend to all dividends payable thereon.

CALLS ON SHARES

4.1 The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares.

4.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

TRANSFER OF SHARES

5.1 The instrument of transfer of any share shall be in writing and signed by or on behalf of the transferor and transferee.

5.2 The Directors may, in their absolute discretion, decline to register any transfer of shares without assigning any reason therefor.

GENERAL MEETINGS

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

6.2 An annual general meeting shall be held in accordance with the provisions of the Act.

PROCEEDINGS AT GENERAL MEETINGS

7.1 No business shall be transacted at any general meeting unless a quorum of Members is present.

7.2 A quorum shall consist of {{quorum_number}} Members present in person or by proxy.

DIRECTORS

8.1 The number of the Directors shall not be less than {{minimum_directors}} nor more than {{maximum_directors}}.

8.2 The first Directors shall be {{first_director_name_1}}, {{first_director_name_2}}.

POWERS AND DUTIES OF DIRECTORS

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

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

THE SEAL

10.1 The Seal shall be kept in the custody of the Secretary.

10.2 The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors or of a committee of Directors authorised by the Directors in that behalf.

INDEMNITY

11.1 Every Director, auditor, secretary or other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the court.

Signature Block

DATED this {{day}} day of {{month}}, {{year}}.

Witnessed by:

___________________________

{{witness_name}}

{{witness_address}}

___________________________

For and on behalf of {{company_name}}

___________________________

{{director_name_1}}

Director

___________________________

{{director_name_2}}

Director