Registration No: INTERNATIONAL BUSINESS COMPANIES DEPARTMENT RAK INVESTMENT AUTHORITY MEMORANDUM & ARTICLES OF ASSOCIATION OF XYZ LIMITED 1
MEMORANDUM OF ASSOCIATION Date : NAME 1 The name of the International Business Company is XYZ LIMITED hereinafter referred to as the Company. STATUS 2 The Company is the Company limited by shares. REGISTERED OFFICE 3 The Registered Office of the Company is situated at [ ], Ras Al Khaimah, UAE or such other location as the shareholders by way of resolution may determine. REGISTERED AGENT 4 The Registered Agent of the International Business Company is FBS KOTSOMITIS CORPORATE AND MANAGEMENT SERVICES FZE, of P.O. BOX 31291, Al Jazeera Al Hamra, Ras Al Khaimah, UAE or such other Registered Agent as the shareholders by way of resolution may decide. OBJECTS 5 The Company is established to conduct only the lawful and authorized business or activity under the RAK Investment Authority International Business Companies Regulations 2006 hereinafter referred to as the Regulations. 6 The Objects to be pursued by the Company immediately after incorporation are: [.] All the above mentioned activities shall be carried out outside UAE. 7 The Company shall not:- 2
a. carry on any business or activities prohibited by the RAK Investment Authority or any other applicable law of the Ras Al Khaimah Emirate in the United Arab Emirates. b. enter into business as a bank, an insurance, a re-insurance Company or broker, a trust Company or any financial institution or any other financial business or activity of any nature, unless it has received approval from the competent authorities of the United Arab Emirates to carry on such activities; or c. own an interest in real property situated in the United Arab Emirates except in zones specifically approved by RAK Investment Authority; 8 The Company shall obtain the adequate licence or authorization from the competent authorities in order to enter into contracts, conduct trade or other business activities, incur liabilities in relation with any transactions connected with natural or corporate bodies registered in the Free zones or elsewhere in the United Arab Emirates. 9 The Company may:- a. retain the services of solicitors, auditors, management consultants established in the United Arab Emirates; b. hold a bank account with a financial institution based in the United Arab Emirates. AUTHORISED CAPITAL 10 The share capital of the Company is $[ ] ([ ]), divided into [ ] shares of [ ] per share. 11 All the shares of the Company shall be issued in one class. 12 The shares of the Company shall be fully paid up at the time of issuance. 13 Each share shall carry a right to one vote at the meeting of the Members of the Company. 14 The bearer shares are prohibited. 15 The shares of the Company incorporated under the Regulations, are personal property and are not of the nature of real property. 16 Each share of the Company shall be issued for money, personal property, any service rendered, a promissory note or other binding obligation to contribute money or property, or any combination thereof. 3
A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or any other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration deemed received or deemed to have been received by the Company in consideration of the other share or debt obligation. EFFECT OF ARTICLES 17 Subject to the provisions of the Regulations, the Memorandum and Articles shall, upon registration bind all Members of the Company and the Company to observe all provisions contained thereof. ALTERATION OF MEMORANDUM & ARTICLES 18 Subject to the approval of the Registrar, the Memorandum and Articles of Association of the Company may be amended by a resolution of Members. Name, Addresses, Description and Signature of Subscriber Name & address of the subscriber Number of shares subscribed Amount of subscribed capital Signature of the subscriber Total Registered Agent For and on behalf of: FBS KOTSOMITIS CORPORATE AND MANAGEMENT SERVICES FZE P.O.BOX 31291 RAS AL KHAIMAH UAE 4
ARTICLES OF ASSOCIATION INTERPRETATION 1 Unless otherwise stipulated or depending on the context, terms contained in these articles shall be interpreted according to the RAK Investment Authority International Business Companies Regulations, 2006. 2 In these Articles the Regulations refers to the RAK Investment Authority International Business Companies Regulations 2006. 3 In these Articles Company refers to the International Business Company incorporated under RAK Investment Authority International Business Companies Regulations 2006. SHARE CAPITAL 4 Subject to the Regulations and without prejudice to any rights attached to any existing shares, the Company may by shareholders resolution issue shares and determine such powers or restrictions governing them. SHARE CERTIFICATES 5 The Company registered under the Regulations shall issue share certificates in respect of its shares and:- a. the certificate shall be signed under the seal of the Company by the Directors and one secretary; b. the certificate shall be considered as evidence of the title of the Member to the specified share(s) being held therein; and c. the certificate shall be attested by the Registrar to be considered as evidence of the title of the Member to the specified shares being held therein. d. Every certificate shall specify the name of the shareholder in whose favour the certificate is issued, the shares to which it relates and the amount paid up thereon and such other particulars as the Registrar may require. 5
6 Subject to the Regulations, the Company shall provide a copy of the share certificate to Members upon request. TRANSFER AND TRANSMISSION OF SHARES 7 Subject to the provisions contained in the Regulations, the shares of the Company may be transferred by a proper instrument of transfer duly executed by the transferor and the transferee duly delivered to the Registrar within a period of three months from the date of execution along with such other documents as may be required by the Registrar and the said transfer of shares shall have to be approved by the Directors or shareholders of the Company. 8 The Company shall, provided there are no limitations or provisions to the contrary in its memorandum and articles, upon approval of the Registrar, enter in its register the name of the transferee of the share(s). 9 A transfer of the shares of a deceased or incompetent Member of the Company may be processed by his legal representative and shall have the same validity as if the legal representative had been himself the registered Member at the time of the execution of the instrument. ALTERATION OF SHARE CAPITAL 10 Subject to the approval of the Registrar, the Company may, by shareholders resolution and amendment to its Memorandum, alter its share capital in order to:- a. increase its share capital by creating new shares; b. consolidate all its shares into shares of greater par value than its existing shares; c. sub-divide all its shares into shares of lesser par value than its existing shares. REDUCTION OF CAPITAL 11 The Company may, by passing an unanimous shareholders resolution and by amendment to its Memorandum, reduce its share capital in any way on such terms as it may decide and in particular: 6
a. by extinguishing or reducing liability on any of its shares, cancelling any paid up capital that is lost or unrepresented by available assets; or b. by extinguishing or reducing liability of any of its shares and by reducing the number of such shares, paying off any paid up share capital which is in excess of the requirements of the Company. 12 No reduction of the capital shall be done unless the provisions with respect to the advertisement in newspaper and the signing of the certificate of solvency by the directors of the company and other related provisions contained in the Regulations have been complied with by the Company. 13 No reduction of capital shall be authorized if:- a. the reduction amounts to the capital to be less than all outstanding shares issued by the company; b. the Company will not be able to satisfy its current liabilities. CHARGES 14 The Company is empowered to guaranty any of its liability or obligation or of any other person and to secure any of its obligations or of any other person by way of mortgage, pledge or other charges on any of its assets for that purpose. 15 The Company shall send to the Registrar for registration, all the prescribed particulars of every charge/ mortgage it creates and its variations together with the instrument, if any, by which the charge/ mortgage is created or evidenced and such other documents as may be required by the Registrar within a period 30 days of its creation/ variation. PURCHASE OF OWN SHARES 16 The Company may purchase its own shares if:- a. the consent of the Member whose shares are to be purchased has been obtained; b. the shares so purchased are re issued simultaneously; c. a shareholders resolution to that effect have been passed and the certified copy of the same duly signed by all the shareholders along with other 7
documents as may be required by the Registrar has been filed with the Registrar. BOARD OF DIRECTORS 17 Unless provided otherwise in the Regulations, the Company shall be managed by a Board of Directors composed of one or more persons who shall be natural persons or corporate bodies. 18 The number of Directors shall be fixed by the Company.. POWERS OF DIRECTORS 19 The Directors have all the powers of the Company that are not reserved to the Members under the Regulations or the Memorandum or Articles. 20 The Directors have the power to make all payments necessary and in connection with the settlement of any outstanding invoices from the Company s cash reserves. COMMITTEES 21 The Directors may, by a resolution of Directors, designate one or more committees, each consisting of one or more Directors. 22 Subject to any limitations in the Regulations, each committee has such powers and authority of the Directors, including the power and authority to affix the common seal of the Company, as are set forth in the resolution of Directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of Directors in connection with the election and removal of Directors and officers of the Company. MEETINGS OF DIRECTORS 23 Subject to any limitations in the Regulations, the Directors of the Company may meet at such times and in such manner and places within or outside the Jurisdiction as the Directors may determine to be necessary or desirable. 24 A Director shall be deemed to be present at a meeting of Directors if:- a. he participates by telephone or any other electronic means; and 8
b. all the Directors participating in the meeting are able to hear him. NOTICE AND QUORUM FOR MEETINGS OF DIRECTORS 25 A Director shall be given an eight days notice of the meetings of Directors. 26 The quorum at a meeting shall be considered as being reached if two-third of the Directors are in attendance either in person or by alternate duly appointed in writing by the Director who is absent and his appointment have been approved by the Members of the Company. MEETINGS OF MEMBERS 27 Subject to any limitations to the contrary in the Regulations, the Directors may call a meeting of the Members at such times and places as deemed necessary. 28 The Members holding not less than10 per cent in the nominal value of the shares which at that date carry the right to vote may request in writing the Directors to call a meeting of Members. NOTICE AND QUORUM FOR MEETINGS OF MEMBERS 29 Any meeting of the Members of the Company (other than an adjourned meeting) may be called by at least 21 days' notice in writing. 30 If a meeting is called by shorter notice than that specified above, it is deemed to have been duly called if it is so agreed by a majority of the Members having a right to attend and vote at the meeting holding not less than 95 per cent of the nominal share capital. 31 The meeting of Members shall be deemed constituted if the members holding 75% shares out of the total issued share capital of the Company are present to vote either in person or by proxy. VOTING BY MEMBERS 32 Every person holding one share shall be entitled to one vote at the meeting of the members of the Company and all shares shall belong to one class. 9
INFORMATION TO MEMBERS 33 Any information that has to be served to Members by the Company shall be delivered by registered mail to the address of the Member as listed in the share register. SERVICE OF NOTICE ON MEMBERS 34 Any notice, information or written statement required under the Regulations to be given by the Company to the Members must be served and delivered by personal service or by registered mail to the address of the Member as listed in the share register. STANDARD OF CARE 35 No provision in the Memorandum or Articles of the Company or in any agreement entered into by the Company shall relieve a Director or officer of the company from the duty to act in accordance with the Memorandum or Articles or from any personal liability arising from his management of the business of the Company. APPOINTMENT AND RETIREMENT OF DIRECTORS 36 The first Director(s) shall be elected by the subscriber(s) to the Memorandum. 37 Thereafter, the Directors shall be elected by the Members for such terms as the Members may determine. 38 The Members may remove a Director subject to giving the said Director at least 21 day notice of the date of the General Meeting at which they intend to pass the resolution for removal. 39 Any removal of Director which is undertaken as set out above is not valid unless all financial obligations towards the Director and/or related companies to him have been settled in full. 40 Each Director holds office until his successor takes office or until his earlier death, resignation or removal by the resolution of Members as set out herein. 41 A vacancy created by the removal of a Director must be filled by a shareholders resolution. 10
EMOLUMENT OF DIRECTORS 42 Subject to any limitations in the Regulations, the Members may, by a resolution, fix the emoluments of Directors in respect of services to be rendered in any capacity to the Company. SECRETARY 43 Subject to the Regulations, the secretary shall be appointed and removed by the Director(s) who shall decide on the terms, remuneration and conditions of appointment. ACCOUNTS 44 Subject to the Regulations, Members shall have the right to inspect records, books or other document of the Company. SEAL 45 The Directors shall provide for the safe custody of the common seal of the Company. DIVIDENDS 46 Subject to any limitations to the contrary in the Regulations, the Company may by passing a shareholders resolution, declare and pay dividends recommended by the directors in money, shares or any other property if:- a) the dividends are paid out of surplus; b) the Directors have determined that following the payment of the dividends the Company shall be able to satisfy its current liabilities; and c) the value of the assets of the Company shall not be less than the aggregate amount of its current liabilities and its capital. 11
Name, Addresses, Description and Signature of Subscriber Name & address of the subscriber Signature of the subscriber Registered Agent For and on behalf of: FBS KOTSOMITIS CORPORATE AND MANAGEMENT SERVICES FZE P.O.BOX 31291 RAS AL KHAIMAH -UAE 12