公司章程(英文版)

1、.Memorandum of Association公司章程核心提示： MEMORANDUM OF ASSOCIATION OF BBB THE COMPANIES ACTS _(YEAR) TO_(YEAR) PRIV ATE COMPANY LIMITED BY SHARES As amended by Special Resolution passed on_,_,_(M,D,Y) 1. The Companys name is AAA. 2. The Companys rMEMORANDUM OF ASSOCIATIONOFBBBTHE COMPANIES ACTS _(YEAR) T

2、O _(YEAR)PRIVATE COMPANY LIMITED BY SHARESAs amended by Special Resolution passed on _,_,_(M,D,Y)1. The Companys name is AAA.2. The Companys registered office is to be situated in England and Wales.3. (i) The object of the Company is to carry on business as a general commercial company.(ii) Without

3、prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-(a)To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kin

4、d over or in respect ofany property.(b) To apply for, register, purchase, or by other means acquire and protect,prolongand renew,whether in the UnitedKingdom or elsewhereany patents,patent rights, brevets dinvention, licences, secret processes, trademarks, designs,protectionsand concessionsand to di

5、sclaim,alter,modify,1 / 14.use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.(c) To acquire or

6、 undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carryon and as partof the considerationforsuch acquisitionto undertakeallor any of the liabilities of s

7、uch person, firm or company, or to acquirean interest in, amalgamate with, or enter into partnership or into anyarrangement for sharing profits, or for co-operation, or for mutualassistance with any such person, firm, or company, or for subsidising orotherwiseassistingany such person,firmor company,

8、 and to giveor accept,by way of considerationforany of the actsor thingsaforesaidor propertyacquired,any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so receive

9、d.(d) Toimprove,manage, construct, repair,develop, exchange,let on lease orotherwise, mortgage, charge, sell, dispose of, turn to account, grantlicences,options,rightsand privilegesin respectof,or otherwisedealwith all or any part of the property and rights of the Company.(e)To invest and deal with

10、the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold orotherwise deal with any investments made.(f) To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without pre

11、judice tothe generalityof the foregoingany holdingcompany, subsidiaryor fellowsubsidiary of, or any other company associated in any way with, theCompany), to enterintoguarantees,contractsof indemnityand suretyshipsof all kinds, to receive money on deposit or loan upon any terms, and to secure or gua

12、rantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing2 / 14.any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid

13、).(g) To borrow and raisemoney in any manner and to secure the repaymentof anymoney borrowed, raised or owing by mortgage, charge, standard security,lienor othersecurityupon the whole or any partof the Companys propertyor assets (whether present or future), including its uncalled capital,and also by

14、 a similarmortgage,charge,standardsecurity,lienor securityto secure and guarantee the performance by the Company of any obligationor liability it may undertake or which may become binding on it.(h) To draw, make, accept, endorse, discount, negotiate, execute and issuecheques, bills of exchange, prom

15、issory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.(i)To applyfor,promote,and obtainany Act of Parliament,order,or licenceof the Department of Trade or other authority for enabling the Companyto carryany of itsobjectsintoeffect,or foreffectingany mo

16、dificationof the Companys constitution, or for any other purpose which may seemcalculateddirectlyor indirectlyto promote the Companys interests,andto oppose any proceedings or applications which may seem calculateddirectly or indirectly to prejudice the Companys interests.(j) Toenter into anyarrange

17、ments with anygovernment or authority(supreme,municipal,local,or otherwise)thatmay seem conduciveto the attainmentof the Companys objects or any of them, and to obtain from any suchgovernment or authority any charters, decrees, rights, privileges orconcessions which the Company may think desirable a

18、nd to carry out,exercise,and comply withany such charters,decrees,rights,privileges,and concessions.(k) To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities is

19、sued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations orsecuritiesissued or guaranteedby any government or authority,municipal,local or otherwise, in any part of the world.3 / 14.(l) To control, mana

20、ge, finance, subsidise, co-ordinate or otherwise assistany company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any suchcompany or companies and to make

21、payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.(m) To promote any othercompany forthepurpose ofacquiringthewhole oranypart of the businessor proper

22、tyorundertakingor any oftheliabilitiesof the Company, or of undertaking any business or operations which mayappear likely to assist or benefit the Company or to enhance the valueof any property or business of theCompany, andto place or guaranteetheplacing of, underwrite, subscribe for, or otherwise

23、acquire all or any part of the shares or securities of any such company as aforesaid.(n) To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for suchconsiderationas the Company may thinkfit,and in particularforshares,deben

24、tures, or securities of any company purchasing the same.(o)To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub- contracts.(p) To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotme

25、nt to him or them of shares orother securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.(q)To distributeamong the Members of the Company inkindany propertyoftheCompany of whatever nature.(r) To pay all or any expenses incurred in connection with

26、the promotion,formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers andothers for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.4 / 14.(s) To s

27、upport and subscribeto any charitableor public objectand tosupportand subscribe to any institution, society, or club which may be for thebenefitoftheCompany or itsDirectorsor employees,or may be connectedwith any town or place where the Company carries on business; to give oraward pensions, annuitie

28、s, gratuities, and superannuation or otherallowances or benefits or charitable aid and generally to provideadvantages, facilities and services for any persons who are or have beenDirectors of, or who are or have been employed by, or who are serving orhave servedtheCompany, or any company which isa s

29、ubsidiaryoftheCompanyor theholdingcompany of theCompanyora fellowsubsidiaryoftheCompanyor thepredecessorsinbusinessof theCompany or of any such subsidiary,holding or fellow subsidiary company and to the wives, widows, childrenand other relatives and dependents of such persons; to make paymentstoward

30、s insurance includinginsurance forany Director,officerorAuditoragainst anyliability as isreferred to in Section 310(1) of the Act; andto setup,establish,supportand maintainsuperannuationandother fundsor schemes (whether contributory or non-contributory) for thebenefit ofany of such persons and of th

31、eir wives, widows, children and otherrelatives and dependents; and to set up, establish, support and maintainprofit sharing or share purchase schemes for the benefit of any of theemployees of the Company or of any such subsidiary, holding or fellowsubsidiarycompany and to lendmoney toany such employ

32、eesorto trusteeson their behalf to enable any such purchase schemes to be established or maintained.(t) Subject to and in accordance with a due compliance with the provisions ofSections 155 to 158 (inclusive) of the Act ( if and so far as such provisions shall be applicable), to give, whether direct

33、ly or indirectly, any kindof financial assistance (as defined in Section 152(1)(a) of the Act) for any such purpose as is specified in Section 151(1) and/or Section 151(2) of the Act.(u) To procure the Company to be registered or recognised in any part of the world.(v)To do all or any of the things

34、or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or5 / 14.through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.(w) To do all such other things as may be deemed incidental or conducive to t

35、he attainment of the Companys object or of any of the powers given to it by the Act or by this Clause.AND so that:(a) None of the provisions set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to eachsuch provision, and none of suc

36、h provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to orinference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or infe

37、rence from the name of the Company.(b)The word Company in thisClause,except where used in referenceto the Company,shall be deemed to include any partnership or other body of persons, whetherincorporatedor unincorporatedand whetherdomiciledinthe UnitedKingdom orelsewhere.(c) In this Clause the expres

38、sion the Act means the Companies Act_(YEAR), but so thatany referencein thisClause to any provisionof the Act shall be deemed to include a reference to any statutory modification or re- enactment of that provision for the time being in force.4. The liability of the Members is limited.5. The Companys

39、 share capital is (Pounds)_ divided into _ shares of (Pounds)_ each.We, the subscribers to this Memorandum of Association, wish to be formed into aCompany pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names.NAME AND ADDRESSES OF SUBSCRIBERS NUMB

40、ER OF SHARES TAKEN BY EACH SUBSCRIBER6 / 14.1.CCCAddress: _ _2.DDDAddress: _ _Total shares taken _Dated the day of _Witness to the above Signatures:Address: _Its:_THE COMPANIES ACTS _(YEAR) TO _(YEAR)PRIV ATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION OFBBBAs amended by Special Resolution pass

41、ed on _,_,_(M,D,Y)PRELIMINARY1. (a)The Regulationscontainedin Table A in the Schedule to the Companies (TablesA to F) Regulations_(YEAR) (SI _(YEAR) No _) as amendedby the Companies (Tables A to F) (Amendment) Regulations _(YEAR) (SI_(YEAR) No _) (such Table being hereinafter called Table A)shall ap

42、plyto the Company savein so far asthey are excluded or varied herebyand such Regulations(save as so excludedor varied)and the Articleshereinaftercontained shall be the regulations of the Company.7 / 14.(b) In these Articles the expression the Act means the Companies Act_(YEAR), but so that any refer

43、ence in these Articles to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.ALLOTMENT OF SHARES2. (a) Shares which are comprised in the authorised share capital with which the Company is incorpo

44、rated shall be under the control of the Directors who may(subject to Section 80 of the Act and to paragraph (d) below) allot, grant options over or otherwise dispose of the same, to such persons, on such terms and insuch manner as they think fit.(b) All shares which are not comprised in the authoris

45、ed share capital with which the Company is incorporated and which the Directors propose to issue shall firstbe offeredtotheMembers inproportionas nearlyas may be tothe number theexistingshares held by them respectively unless the Company in General Meeting shall bySpecial Resolution otherwise direct

46、. The offer shall be made by notice specifyingthe number of shares offered, and limiting a period (not being less than fourteendays) withinwhich theoffer,ifnotaccepted,willbe deemed to be declined.Aftertheexpirationofthatperiod,thosesharesso deemed to be declinedshall be offeredinthe proportionafore

47、saidtothepersonswho have,withinthe said period,acceptedall the shares offered to them; such further offer shall be made in like terms inthe same manner and limited by a like period as the original offer. Any shares notaccepted pursuantto such offeror furtherofferas aforesaidor notcapableofbeingoffer

48、ed as aforesaid except by way of fractions and any shares released from theprovisionsofthisArticleby any such Special Resolutionas aforesaidshallbe underthecontrolof theDirectors,who may allot,grantoptionsover or otherwisedisposeof the same to such persons, on such terms, and in such manner as they

49、think fit,provided that, in the case of shares not accepted as aforesaid, such shares shallnot be disposed of on terms which are more favourable to the subscribers thereforthan the terms onwhich they were offered to the Members. The foregoingprovisionsof this paragraph (b) shall have effect subject

50、to Section 80 of the Act.(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1) to (6) (inclusive) of the Act shall not apply to the Company.8 / 14.(d) The Directorsaregenerallyand unconditionallyauthorisedforthepurposes ofSection80 of the Act,toexerciseany power ofthe Companyto al

51、lotand grant rightsto subscribe for or convert securities into shares of the Company up to the amountof the authorised sharecapital with which the Companyis incorporated at any timeor times during the period of five years from the date of incorporation and theDirectors may, after that period, allot

52、any shares or grant any such rights underthis authority in pursuance of an offer or agreement so to do made by the Companywithinthatperiod.The authorityhereby givenmay at any time(subjectto the saidSection 80)be renewed,revoked or varied by Ordinary Resolution of theCompany inGeneral Meeting.SHARES3

53、. The lien conferred by Clause 8 in Table A shall attach also to fully paid- upshares,and the Companyshallalsohave a firstand paramountlien on allshares,whetherfully paidornot,standingregisteredinthe name ofany personindebtedor underliabilitytotheCompany, whether he shallbe the sole registeredholderthereof or shall be one of two or more joint holders, for all moneys presentlypayableby