Companies Act Table A Articles of Association of company name In these regulations unless the context otherwise requires expressions defined in the Companies Act or any statutory modification thereof in force at the date at which these regulations become binding on the Company shall have the meanings so defined In these regulations unless the context otherwise requires words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include females and words importing persons shall include corporations 1 2 Shares 3 No share shall be offered to the public for subscription except on the terms that the amount payable on application shall be at least 5 of the nominal amount or par value of the share or in the case of a share without nominal or par value of the price of the share and the directors shall as regards any allotment of shares duly comply with such of the provisions of the Companies Act as may be applicable thereto 4 Every member shall without payment be entitled to a certificate signed by the secretary and one other officer of the Company containing the statements required by the Companies Act provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one or several joint holders shall be sufficient delivery to all 5 If a share certificate is defaced lost or destroyed it may be renewed on payment of such fee if any not exceeding 50 and on such terms if any as to evidence and indemnity as the directors think fit 6 No part of the funds of the Company shall be employed in the purchase of or in loans upon the security of the Company s shares Lien 7 The Company shall have a lien on every share not being a fully paid share for all money whether presently payable or not called or payable at a fixed time in respect of that share and the Company shall also have a lien on all shares standing registered in the name of a single person for all money presently payable by the person or the person s estate to the Company but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause The Company s lien if any on a share shall extend to all dividends payable thereon 8 The Company may sell in such manner as the directors think fit any shares on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share or the person entitled by reason of the holder s death or bankruptcy to the share 9 The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue shall subject to a like lien for sums not presently payable as existed upon the shares prior to the sale be paid to the person entitled to the shares at the date of the sale The purchaser shall be registered as the holder of the shares and the purchaser shall not be bound to see to the application of the purchase money nor shall the purchaser s title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale page 1 of 10 Articles of Association Calls on Shares 10 The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares Provided that no call shall exceed 1 4 of the nominal amount of the share or in the case of a share without nominal or par value of the price at which the share is issued or be payable at less than one month from the last call and each member shall subject to receiving at least 14 days notice specifying the time or times of payment pay to the Company at the time or times so specified the amount called on the member s shares 11 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof 12 If a call or installment of a call is not paid before or on the day appointed for payment thereof the person from whom the call is due shall pay interest thereon at the rate of 8 per year from the day appointed for the payment thereof to the time of the actual payment but the directors shall be at liberty to waive payment of that interest wholly or in part 13 The directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment 14 The directors may if they think fit receive from any member willing to advance it all or any part of the money uncalled and unpaid on any shares held by the member and on all or any of the money so advanced may until the same would but for such advance become presently payable pay interest at such rate not exceeding without the sanction of an ordinary resolution whether previous notice thereof has been given or not 6 as may be agreed upon between the member paying such money in advance and the directors Transfer and Transmission of Shares 15 The instrument of transfer of any shares in the Company shall be executed both by the transferor and transferee and the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members in respect thereof 16 Shares in the Company shall be transferred in the following form or in any usual or common form which the directors shall approve I of in consideration of the sum of paid to me by of hereinafter called the said transferee do hereby transfer to the said transferee the share or shares numbered in the undertaking called the to hold unto the said transferee the transferee s executors administrators and assigns subject to the several conditions on which I held the same at the time of the execution hereof and I the said transferee do hereby agree to take the said share or shares subject to the conditions aforesaid As witness our hands the day of Witness to the signatures of etc 17 The directors may decline to register any transfer of shares not being fully paid shares to a person of whom they do not approve and may also decline to register any transfer of shares on which the Company has a lien The directors …