Draft
Articles of Incorporation for a
PRIVATE COMPANY LIMITED BY GUARANTEE
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words in blue with whatever applies in your case,
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THE
COMPANIES ORDINANCE, 2004
THE
COMPANIES REGULATIONS, 2004
_____
Articles
of Incorporation of
2.
The company’s first registered office is situated at
3.
The company is a private company limited by guarantee.
Paragraph
4 would enable the company to qualify as a non-profit company.
[4.
The company is a non-profit company for the purposes of section 177 of the
Companies Ordinance, 2004.]
5.
The objects of the company are to provide sports facilities for
the community and
all such other things as are incidental or conducive to the attainment of that
object.
6.
Every member of the company undertakes to contribute such amount as may be
required (not exceeding £10 (ten pounds))
to the company’s assets if it should be wound up while he is a member, or
within one year if he ceases to be a member, for payment of the company’s
debts and liabilities contracted before he ceases to be a member, and of the
costs, charges and expenses of winding up.
7.
The number of directors shall be
4. (or
The number of directors shall not be less than
2 nor
more than
6.)
The
minimum number of directors is 1.
Paragraph
8 would enable the company to qualify as an islander for the purposes of the
Immigrants’ Landholding (Restriction) Ordinance.
[8.
All directors of the company shall be persons of St. Helenian status.]
The
minimum number of directors is 1.
Paragraph
9 provides for the directors to make by-laws, but does not require them to do
so. The directors will have this
right unless the articles, by-laws or a unanimous shareholder agreement states
otherwise.
[9.
The directors may make by-laws for the regulation of the business or affairs of
the company, and may amend or repeal by-laws so made. Any by-laws made or
the amendment and repeal of any by-laws shall be submitted to the next meeting
of the company’s members, which may by ordinary resolution confirm, amend or
reject the by-law, amendment or repeal.]
10.
The liability of members of the company shall be limited to such amount as the
members respectively undertake by these articles of incorporation to contribute
to the assets of the company in the event of it being wound up.
The
articles may also include other provisions permitted by the Companies Ordinance
or other law to be included either in the articles or in the by-laws of the
company.
Signed on behalf of the subscribers