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}}

ARTICLES OF ASSOCIATION OF {{company_name}} (COMPANY NO. {{company_registration_number}})

A private company limited by shares.

1. PRELIMINARY

1.1 The regulations contained in Table A in the First Schedule to the Companies Act, Cap. {{companies_act_cap_number}} of the Laws of {{country}}, or any statutory modification thereof for the time being in force, shall not apply to the Company.

1.2 For the purpose of these Articles, unless the context otherwise requires:

"The Act" means the Companies Act, Cap. {{companies_act_cap_number}} of the Laws of {{country}}.

"The Company" means {{company_name}}.

"The Directors" means the directors of the Company for the time being.

"Seal" means the common seal of the Company.

"Secretary" means the secretary of the Company for the time being.

"Share" means a share in the share capital of the Company.

"Paid-up Value" means the fair value of goods and services received by the company in exchange for the issue of unlisted equity instruments.

"Office" means the registered office of the Company.

Words importing the singular number only shall include the plural number and vice versa.

Words importing persons shall include corporations.

Expressions referring to writing shall include printing, lithography, photography and other modes of representing or reproducing words in a visible form.

2. SHARE CAPITAL AND ALLOTMENT OF SHARES

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

2.2 The shares shall be at the disposal of the Directors, who may allot, grant options over, or otherwise deal with them to such persons, at such times, and on such terms and conditions as they think proper. Each share shall rank pari passu in all respects with every other share.

2.3 The Company may by ordinary resolution increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

2.4 The Company may by ordinary resolution:

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

(b) Sub-divide its existing shares, or any of them, into shares of smaller amount than its existing shares, subject nevertheless to the provisions of the Act.

(c) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

3. 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, and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a single person for all money presently payable by him to the Company.

3.2 The lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver by the Company of any lien on that share.

4. 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 (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, and each member shall (subject to receiving at least {{notice_period_days}} days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his 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. Joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

5. TRANSFER OF SHARES

5.1 Subject to such of the restrictions of these Articles as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Directors may approve.

5.2 The instrument of transfer shall be executed by or on behalf of the transferor and the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.

5.3 The Directors may, in their absolute discretion, refuse to register any transfer of shares, whether or not they are fully paid shares.

5.4 If the Directors refuse to register a transfer they shall within {{days_of_refusal}} days send to the transferee notice of the refusal.

6. GENERAL MEETINGS

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

6.2 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists, as provided by the Act.

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

6.4 At least {{notice_period_days_agm}} days' notice in writing (exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given to such persons as are entitled to receive such notices from the Company.

7. DIRECTORS

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

7.2 The first Directors shall be Mr./Ms. {{first_director_name}}, Mr./Ms. {{second_director_name}}, and Mr./Ms. {{third_director_name}}.

7.3 A Director need not be a member of the Company.

7.4 The Directors shall have power at any time, and from time to time, to appoint any other person as a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed. Any Director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election.

8. PROCEEDINGS OF DIRECTORS

8.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote.

8.2 A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

8.3 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be {{quorum_number}}.

8.4 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or a sole continuing Director may act for the purpose of increasing the number of Directors to that number, or for summoning a general meeting of the Company, but for no other purpose.

9. THE SEAL

9.1 The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors or a committee of Directors authorised by the Directors in that behalf, and in the presence of a Director and of the Secretary or of a second Director, and who shall sign every instrument to which the seal is so affixed in their presence.

10. DIVIDENDS AND RESERVES

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

10.2 The Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company.

10.3 No dividend shall be paid otherwise than out of profits.

10.4 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

11. ACCOUNTS

11.1 The Directors shall cause proper books of account to be kept with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

11.2 The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

11.3 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

SIGNED by the below on this {{day}} day of {{month}}, {{year}}

_____________________________ _____________________________

Director 1 Name: {{director_1_name}} Director 2 Name: {{director_2_name}}

ID/Passport No: {{director_1_id}} ID/Passport No: {{director_2_id}}

Signature: _______________ Signature: _______________