Articles of Incorporation for a
COMPANY LIMITED BY SHARES
this draft, please
this draft, please
words in blue with whatever applies in your case,
as necessary on the words in grey italics and finally
everything in grey.
COMPANIES ORDINANCE, 2004
COMPANIES REGULATIONS, 2004
The name of the company is
Pink Elephant Limited.
The company’s first registered office is situated at
The company is a private company limited by shares.
The company has an authorised share capital of £500
(five hundred pounds),
divided into 100 Ordinary
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.
No invitation shall be made to the public to subscribe for any shares or
debentures in the company.
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.)
No member shall transfer his shares to another person without the consent
of the other members.]
The company shall not have more than eleven members, excluding employees
or former employees.]
The company shall conduct business in
9 and 10 would enable the company to qualify as an islander for the purposes of
the Immigrants’ Landholding (Restriction) Ordinance
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.]
directors of the company shall be persons of St. Helenian status.]
11. The number of directors shall be
The number of directors shall not be less than 2
nor more than 6.)
minimum number of directors is 1.
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
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.]
The company is a general commercial company.
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
The liability of members of the company shall be limited to the amount
paid on the shares respectively held by them.
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
Signed on behalf of the subscribers