Precedent No. 9 MEMORANDUM OF ASSOCIATION OF A TRADING COMPANY
in the State of
(a) To acquire and take over as going concern the undertaking
and assets and liabilities of Limited and with a view
to enter into the agreement referred to in clause of the
Company's Articles of Association and to carry the same into effect with
or without modification.
(b) To carry on the business of (here describe the main businessor any
other business intended to be immediately carried on orlikely to be
carried on in the future), e.g.,
(i) Dealers in and producers of dairy farm and garden produceof all
kinds and in particular milk, cream, butter poultry andeggs, fruits and
vegetables.
(ii) To carry on business as cow-keepers, farmers, and marketgardeners,
and as manufacturers of all kinds of condensedmilk and preserved
provisions of all kinds.
(c) To purchase, take on lease, or in exchange, hire or otherwise
acquire any estate or interest in any lands, buildings easements,
rights, privileges, concession or immovable property of any kind and
tenure, necessary or convenient for the business of the Company in any
part of the world.
(d) To sell, exchange, lease, mortgage, or otherwise to make deed
for any part of the Company's property or to construct, alter, maintain
buildings, works and machinery, necessary or convenient, or the business
of the Company.
(e) To borrow, sell, exchange, lease, mortgage all or any of the
movable or immovable property, present or future, including Capital and
to issue debenture or debenture stock perpetual or otherwise with or
without a specific charge on all or any part of the Company's property.
(f) To make, accept, and endorse bills of exchange and other
negotiable instruments, to raise money for the purpose of the Company's
business.
(g) To place on deposit with any local Bank for any period the
moneys not required for the immediate use of the Company and to invest
the same in approved and sound securities and to make or acquire shares
and securities of any other Company and sell and realize such securities
when necessary and to lend moneys on real or personal property or
approved securities and to apply any funds of the Company in buying up,
selling extinguishing or obtaining the release from any contract or
liability.
(h) To purchase or otherwise acquire all or any part of the business and
property of any person, firm or Company carrying on any business which
this Company is authorized to carry on the take over the assets or
property and liability of such persons, firm or Company on such terms as
the Company may think fit.
(i) To enter into working arrangements of all kinds for sharing profits,
co-operation, joint adventure, reciprocal conversion or otherwise with
any other Company or Companies, Corporations, firms or persons carrying
on or about to carry on business which this Company is authorised to
carry on or engaged in carrying on.
(j) With the sanction of Special Resolution passed by the shareholders
of the Company in General Meeting to amalgamate with any other Company
or Companies whose objects in whole or in part are similar to or include
objects similar to those of the Company, on such terms as may be agreed
upon between the several Companies, subject to the liability of all the
Companies concerned being taken over by the amalgamated Company.
(k) To remunerate any person, firm or Company for service rendered or to
be rendered in promoting the Company or in placing, or guaranteeing the
placing of any of the shares in the Company's capital or any debentures
or other securities of the Company in or about the formation of the
Company or for the conduct of business and to enter into contracts for
any period with such person, firm or Company.
(I) To remunerate or otherwise support the servants of the Company in
proportion to the profits of the Company or otherwise as the Company may
think fit and to establish and support or aid in the establishment and
support of any association, institution or funds calculated to benefit
the employees and ex-employees of the Company, and dependants and
connections of such person and to grant pensions and allowances and to
make payments towards insurance and to subscribe and guarantee payments
towards insurance.
(m) To do all such other things as are incidental or conducive to the
attainment of the above objects, and it is hereby declared that the
objects set forth in any sub-clause of this clause shall not, except
when the context expressly so requires, be in any wise limited or
restricted by reference to or inference from the terms of any other
sub-clause or the
name of the Company. Nor any of such sub-clause or the objects therein
specified or the powers thereby conferred shall be deemed subsidiary or
auxiliary, merely to the objects mentioned in the first sub-clause of
this clause, but the Company shall have full power to exercise all or
any of the powers conferred by any part of this clause in any part of
the world and, notwithstanding, that the business, undertaking, property
or acts proposed to be transacted, acquired, dealt with or performed do
not fall within the objects of the first sub-clause of this clause.