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Companies (Consolidation) Act 1908

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THIRD SCHEDULEFORM A

Memorandum of Association of a company limited by shares. 1st. The name of the company is "The Eastern Steam Packet Company Limited." 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are, " the " conveyance of passengers and goods in ships or boats between such " places as the company may from time to time determine, and the doing " all such other things as are incidental or conducive to the attainment " of the above object." 4th. The liability of the members is limited. 5th. The share capital of the company is two hundred thousand pounds divided into one thousand shares of two hundred pounds each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses, and Descriptions of Subscribers.Number of Shares taken by each Subscriber.
"1. John Jones of ________ in the county of _____ merchant200
"2. John Smith of ____________ in the county of _______25
" 3. Thomas Green _______ of in the county of ________30
" 4. John Thompson _________ of in the county of ______40
''5. Caleb White of _________ in the county of _______15
" 6. Andrew Brown of __________ in the county of _______5
" 7. Caesar White of _______ in the county of _______10
Total shares taken325

Dated the day of 19__. Witness to the above signatures,

A.B., No. 13, Hute Street, Clerkenwell, London,

FORM B Memorandum and Articles of Association of a company limited by Guarantee, and not having a share capital

Memorandum of Association

1st. The name of the company is "The Mutual London Marine Association, Limited." 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are, " the " mutual insurance of ships belonging to members of the company, and " the doing all such other things as are incidental or conducive to the " attainment of the above object." 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ten pounds. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Names, Addresses, and Descriptions of Subscribers. " 1. John Jones of_______________ in the county of _________________merchant. " 2, John Smith of ______________in the county of ____________ " 3. Thomas Green of______________ in the county of _____________ " 4. John Thompson of______________ in the county of ____________ " 5. Caleb White of ______________in the county of ______________ " 6. Andrew Brown of______________ in the county of ______________ " 7. Cæsar White of______________ in the county of _________ Dated the ______________day of 19__. Witness to the above signatures,

A.B., No. 13, Bute Street, Clerkenwell London. Articles of Association to accompany preceding Memorandum: of Association.

Number of Members

1The company, for the purpose of registration, is declared to consist of five hundred members.

2The directors herein-after mentioned may, whenever the business of the association requires it, register an increase of members.

Definition of Members

3Every person shall be deemed to have agreed to become a member of the company who insures any ship or share in a ship in pursuance of the regulations herein-after contained.

General Meetings

4The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the company, and at such place, as the directors may determine.

5A general meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting, or, in default, at such time in the month following that in which the anniversary of the company's incorporation occurs, and at such place, as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors.

6The above-mentioned general meetings shall be called ordinary meetings ; all other general meetings shall be called extraordinary.

7The directors may, whenever they think fit, and shall, on a requisition made in writing by any five or more members, convene an extraordinary general meeting.

8Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the registered office of the company.

9On receipt of the requisition the directors shall forthwith proceed to convene a general meeting : if they do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited, the requisitionists or any other five members, may themselves convene a meeting.

Proceedings at General Meetings

10Seven days' notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of the business, shall be given to the members in manner herein-after mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting ; but the non-receipt of such a notice by any member shall not invalidate the proceedings at any general meeting.

11All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors.

12No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of members is present at the commencement of the business. The quorum shall be ascertained as follows (that is to say), if the members of the company at the time of the meeting do not exceed ten in number, the quorum shall be five ; if they exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any case exceed thirty.

13If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened on the requisition of the members, shall be dissolved ; in any other case it shall stand adjourned to the same day in the following week at the same time and place ; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.

14The chairman (if any) of the directors shall preside as chairman at every general meeting of the company.

15If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their number to be chairman of that meeting.

16The chairman may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left-unfinished at the meeting from which the adjournment took place.

17At any general meeting, unless a poll is demanded by at least three members, a declaration by the chairman that a resolution has been carried and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

18If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

Votes of Members

19Every member shall have one vote and no more.

20If any member is a lunatic or idiot he may vote by his committee curator bonis, or other legal curator.

21No member shall be entitled to vote at any meeting unless all moneys due from him to the company have been paid.

22On a poll votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corporation, under its common seal.

23No person shall act as a proxy unless he is a member, or unless he is appointed to act at the meeting as proxy for a corporation. The instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote.

24Any instrument appointing a proxy shall be in the following form :—

Company, Limited. _____________________ of in the county of ___________________ being a member of the Company, Limited, hereby appoint _______________ of ______________ as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the company to be held on the day of ___________________ and at any adjournment thereof. Signed this day of __________________

Directors

25The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association.

26Until directors are appointed the subscribers of the memorandum of association shall for all the purposes of the Companies (Consolidation) Act, 1908, be deemed to be directors.

Powers of Directors

27The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not by the Companies (Consolidation) Act, 1908, or by any statutory modification thereof for the time being in force, or by these articles, required to be exercised by the company in general meeting ; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.

Election of Directors

28The directors shall be elected annually by the company in general meeting.

Business of Company[Here insert Rules as to Mode in which Business of Insurance is to be conducted.]Audit

29Auditors shall be appointed and their duties regulated in accordance with sections one hundred and twelve and one hundred and thirteen of the Companies (Consolidation) Act, 1908, or any statutory modification thereof for the time being in force, and for this purpose the said sections shall have effect as if the word " members " were substituted for

shareholders,

and as if " first general meeting " were substituted for

statutory meeting.

Notices

30A notice may be given by the company to any member either personally, or by sending it by post to him to his registered address.

31Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and unless the contrary is proved to have been effected at the time at which the letter would be delivered in the ordinary course of post. Names, Addresses, and Descriptions of Subscribers. " 1. John Jones of ______________in the county of _________________ merchant. " 2. John Smith of ______________in the county of______________ " 3. Thomas Green of ______________in the county of______________ " 4. John Thompson of ______________in the county of______________ " 5. Caleb White of ______________ in the county of______________ " 6. Andrew Brown of ______________ in the county of______________ " 7. Cæsar White of ______________in the county of______________ Dated the day of 19__. Witness to the above signatures,

A.B., No. 13, Hute Street, Clerkenwell, Loudon. FORM C Memorandum and Articles of Association of a company limited by guarantee, and having a share capital

Memorandum of Association

1st. The name of the company is " The Highland Hotel Company, Limited." 2nd. The registered office of the company will be situate in Scotland. 3rd. The objects for which the company is established are " the " facilitating travelling in the Highlands of Scotland, by providing " hotels and conveyances by sea and by land for the accommodation of " travellers, and the doing all such other things as are incidental or " conducive to the attainment of the above object." 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges, and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding twenty pounds. 6th. The share capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses, and Description of Subscribers.Number of Shares taken by each Subscriber.
" 1. John Jones of in the county of200
" 2. John Smith of in the county of25
" 3. Thomas Green of in the county of30
" 4. John Thompson of in the county of40
" 5. Caleb White of in the county of15
" 6. Andrew Brown of in the county of5
" 7. Cæsar White of in the county of10
Total shares taken -325

Dated the day of 19__. Witness to the above signature ____________ A.B., No. 13, Hute Street, Clerkenwell, London.

Articles of Association to accompany preceding Memorandum of Association

1. The directors may, with the sanction of the company in general meeting, reduce the amount of shares in the company. 2. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company. 3. All the articles of Table A. of the, Companies (Consolidation) Act, 1908, shall be deemed to be incorporated with these articles and to apply to the company. Names, Addresses, and Description of Subscribers. " 1. John Jones of______________ in the county of ______________ merchant. " 2. John Smith of ______________in the county of ______________ " 3. Thomas Green of ______________in the county of ______________ " 4. John Thompson of ______________in the county of ______________ " 5. Caleb White of______________ in the county of ______________ " 6. Andrew Brown of______________ in the county of ______________ " 7. Cæsar White of ______________in the county of ______________ Dated the day of 19__. Witness to the above signatures,

A.B., No. 13, Hute Street, Clerkenwell, London. FORM D Memorandum and Articles of Association of an unlimited company having a share capital.

Memorandum of Association

1st. The name of the company is "The Patent Stereotype Company." 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are " the " working of a patent method of founding and casting stereotype plates, " of which method John Smith, of London, is the sole patentee." We the several persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses, and Description of Subscribers. INumber of Shares taken by each Subscriber.
" 1. John Jones of _____ in the county of _____3
" 2. John Smith of _____ in the county of _____2
" 3. Thomas Green of _____ in the county of _____1
" 4. John Thompson of _____ in the county of _____2
" 5. Caleb White of _____ in the county of _____2
" 6. Andrew Brown of _____ in the county of _____1
" 7. Abel Brown of _____ in the county of _____1
Total shares taken12

Dated the day of 19__. Witness to the above signatures. A.B., No. 20, Bond Street, London.

Articles of Association to accompany the preceding Memorandum of Association

1. The share capital of the company is two thousand pounds, divided into twenty shares of one hundred pounds each. 2. All the articles of Table A. of the Companies (Consolidation) Act, 1908, shall be deemed to be incorporated with these articles, and to apply to the company. Names, Addresses, and Description of Subscribers. " 1. John Jones of _____ in the county of _____ merchant. " 2. John Smith of _____ in the county of _____ " 3. Thomas Green of _____ in the county of _____ " 4. John Thompson of _____ in the county of _____ " 5. Caleb White of _____ in the county of _____ " 6. Andrew Brown of _____ in the county of _____ " 7. Abel Brown of _____ in the county of _____ Dated the _______ day of __________ 19__. Witness to the above signatures, A.B., No. 20, Bond Street, London. FORM E. as required by Part II. of the Act. Summary of Share Capital and Shares of the Company, _______________ Limited, made up to the____________ day of______________ 19_______________(being the fourteenth day after the date of the first ordinary general meeting in 19______ ).

Nominal share capital £____ divided into 2

shares of £____ each,

shares of £ ___each.

Total number of shares taken up(1)to the day of 19 (which number must agree with the total shown in the list as held by existing members).

Number of shares issued subject to payment wholly in cash
Number of shares issued as fully paid up otherwise than in cash
Number of shares issued as partly paid up to the extent of per share otherwise than in cash

(2)There has been called up on each of _____________shares, £

There has been called up on each of_____________ shares, £

(2)There has been called up on each of _____________shares, £

(3)Total amount of calls received, including payments on application and allotment

£
Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up otherwise than in cash£
Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid up to the extent of per share£
Total amount of calls unpaid£
Total amount (if any) of sums paid by way of commission in respect of shares or debentures or allowed by way of discount since date of last summary£

Total amount (if any) paid on(4)shares forfeited

£
Total amount of shares and stock for which share warrants are outstanding£
Total amount of share warrants issued and surrendered respectively since date of last summary£
Number of shares or amount of stock comprised in each share warrant
Total amount of debt due from the company in respect of all mortgages and charges which are required (or, in the case of a company registered in Scotland, which, if the company had been registered in England, would be required) to be registered with the registrar of companies, or which would require registration if created after the first day of July nineteen hundred and eight£

Statement in the form of a balance sheet made up to the _____________day of_____________ 19__ containing the particulars of the capital, liabilities, and assets of the company. The Return must be signed at the end by the manager or secretary of the company. Presented for filing by_____________ List or Persons holding shares in the Company Limited, on the_____________ day of 19_____________ , and of persons who have held shares therein at any time since the date of the last return, showing their names and addresses and an account of the shares so held.

Names, Addresses, and Occupations.Account of Shares,
Folio in Register Ledger containing Particulars.Surname.Christian Name.Address.Occupation

(5)Number of Shares held by-existing Members at Date of return.

(7)Particulars of Shares transferred since the Date of the last Return by Persons who are still Members.

(7)Particulars of Shares transferred since the Date of the last Return by Persons who have ceased to be Members.

Number.(6)

Date of Registration of Transfer.

Number(6)

Date of Registration of Transfer.Remarks.

Names and Addresses of the persons who are the Directors of the Limited on the __________day of 19__________

Names.Addresses.

Note—Banking companies must add a list of all their places of business. (Signature) __________ (State whether manager or secretary) ___________ FORM F Licence to hold Lands The Board of Trade hereby license the to hold the lands hereunder described (insert description of lands) [or to hold lands not exceeding in the whole __________acres]. The conditions of this licence are (insert conditions, if any).

(1)

When there are shares of different kinds or amounts Preference and Ordinary, or 10l. or 5l.) state the numbers and nominal values separately.

(2)

Where various amounts have been called or there are shares of different kinds, state them separately.

(3)

Include what has been received on forfeited as well as on existing shares.

(4)

State the aggregate number of shares forfeited (if any).

(5)

The aggregate number of shares held, and not the distinctive numbers, must be stated, and the column must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up.

(6)

When the shares are of different classes these columns may be subdivided so that the number of each class held or transferred may be shown separately.

(7)

The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the

Remarkscolumn immediately opposite the particulars of each transfer.

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