Draft Articles of Incorporation for a

PRIVATE COMPANY LIMITED BY GUARANTEE

 To use this draft, please

·          replace words in blue with whatever applies in your case,

·          act as necessary on the words in grey italics and finally

·          delete everything in grey.  

THE COMPANIES ORDINANCE, 2004

THE COMPANIES REGULATIONS, 2004

_____

Articles of Incorporation of

  ST PAUL ’S SPORTS CLUB LIMITED

 1.    The name of the company is St Paul ’s Sports Club Limited.

2.    The company’s first registered office is situated at 101 Main Street , Jamestown , St Helena

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