Draft Articles of Incorporation for a

PRIVATE COMPANY LIMITED BY SHARES

 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

PINK ELEPHANT LIMITED

 

1.    The name of the company is Pink Elephant 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 shares.

4.    The company has an authorised share capital of £500 (five hundred pounds), divided into 100 Ordinary shares.

The company should have ‘Ordinary’ shares.  It may have other classes of shares as well.  If so, this should be set out here.  The rights, privileges and restrictions applying to these additional classes should be stated. The authorised capital is the total amount which can be issued: it is not necessary to issue all the shares straight away.  If authority is given to the directors to issue specific types of shares, this should be stated.

5.    No invitation shall be made to the public to subscribe for any shares or debentures in the company.

If the right to transfer the shares is restricted, for instance, if it requires the consent of the other members, this should be stated.  Paragraphs 6 and 7 below are suggested as satisfying the requirements of a specified private company. (Where the right to transfer any shares is restricted, a notification to that effect must be given on each share certificate issued in respect of those shares.)

[6.  No member shall transfer his shares to another person without the consent of the other members.]

[7.  The company shall not have more than eleven members, excluding employees or former employees.]

[8.  The company shall conduct business in St Helena .]

Paragraphs 9 and 10 would enable the company to qualify as an islander for the purposes of the Immigrants’ Landholding (Restriction) Ordinance

[9.  Not more than 50 per cent of shares shall be held by a person who is not a person of St. Helenian status for the purposes of the Immigration Control Ordinance (Cap. 40) nor shall the aggregated shareholding of several such persons exceed this level.]

[10. All directors of the company shall be persons of St. Helenian status.]

11. 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 12 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.

[12. 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.] 

13.  The company is a general commercial company.  (or The company’s business activities shall be restricted to those of candle makers and retailers of fancy goods and such other things as are incidental or conducive to the attainment of that object.)

14.  The liability of members of the company shall be limited to the amount paid on the shares respectively held by them.

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