Intertech Trading Limited

Of

Memorandum of Association

Exercise 12

Answer Example

Exercise 11

Repeal - отменять

Alter - переделывать

What Article/Paragraph provides

- how the directors shall be elected?

- the term each director is elected for?

- how often shareholders meetings shall be held?

- how often shall board meetings shall be held?

- how shareholders learn about the meetings?

- information on who can initiate special meetings of shareholders?

- how a special meeting of the Board may be called?

- what major executive officers of the company shall be?

- information on the functions of the President?

- information on the requirements of certificates of stock registration?

- information on the term the executive officers are elected for?

- how the Bylaws may be amended or altered?

- how the officers may resign from the office?

- how the officers shall be compensated for the service?

- how shareholders shall vote?

- how shareholders shall transfer the shares of stock?

- Paragraph 1.3 provides how the directors shall be elected. It is stated that directors shall be elected by written ballot.

Read the Memorandum of Association and Articles of Association

1. NAME

The name of the company is Intertech Trading Limited.

2. REGISTERED OFFICE

The registered office of the Company will be situated at Rickams Bay 1, Road Town, UK

3. REGISTERED AGENT

The registered agent of the Company will be Barton Ltd. or such other person or company being a person or company entitled to act as a registered agent as the directors may from time to time determine.

4. GENERAL OBJECTS AND POWERS

The objects for which the Company is established are to engage in any business or businesses whatsoever, or in any acts or activities, which are not prohibited under any law for the time being in force in the UK, including but not limited to:

Carry on without any limitation(s) and anywhere in the world all kinds of legal activities, whether commercial, industrial, financial, investment, cinematographer, broadcasting, advertisement, aerial, real estate, mining, maritime, or agricultural related activities, as well as the acquisition and sale of shares, bonds, securities and any other assets, as well as to engage in any other legal activity which its Board of Directors or, Members may decide.

To do all such other things as are incidental to or the Company may think conductive to the attainment of all or any of its objects.

5. CAPITAL

5.1 AUTHORIZED CAPITAL

The authorized capital of the Company is FIFTY THOUSAND DOLLARS (US$50,000.00), United States of America legal currency, divided into 50,000 shares of ONE DOLLAR (US$1.00), each. The directors shall by resolution determine, at their discretion, and from time to time, how many shares thereof are to be issued as registered shares and how many shares thereof are to be issued as bearer shares.

5.2 CLASSES, RIGHTS, AND QUALIFICATIONS OF SHARES

The shares shall be divided into such number of classes and series as the members shall by resolution from time to time determine and until so divided shall comprise one class and series.

……………………

6. SERVICE OF NOTICE ON BEARER SHARE HOLDERS

7. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors, except for those amendments, which are expressly stated in the Memorandum or Articles of Association or the UK legislation in force, to be reserved exclusively to the Members.

8. DURATION

The duration of the Company's existence shall be perpetual as of the date of its incorporation. Notwithstanding, the dissolution and liquidation of the corporation may be resolved at any time, in accordance with the International Business Companies Ordinance 1984, and any amendment thereof.

NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER:

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