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Title: |
Articles of Association |
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Date: |
2006 |
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Preview shows 22KB of 59KB total |
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$42 |
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ID: |
#2005956 |
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| IBC No. 205858 [handwritten] | [logo] |
CERTFIED A TRUE COPY
[Signature] Authorised Signatory Nerine Trust Company (BVI) Limited Registered Agent Date: 6 December, 2005 [handwritten] |
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT, CAP. 291
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
OF
VICTORIA HOLSTEIN INC.
Incorporated the 13th day of November, 1996
[Integro logo]
INTEGRO TRUST (BVI) LIMITED
Tropic Isle Building, PO Box 438
Road Town, Tortola
British Virgin Islands
[Seal]
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT, CAP. 291
MEMORANDUM OF ASSOCIATION
OF
VICTORIA HOLSTEIN INC.
| 1. | The Name of the Company is VICTORIA HOLSTEIN INC. |
| 2. | The Registered Office of the Company will be situate at Tropic Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin Islands or at such other place within the British Virgin Islands as the directors may from time to time determine. |
| 3. | The Registered Agent of the Company will be Integro Trust (BVI) Limited, Tropic Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin Islands or such other person or company being a person or company entitled to act as a registered agent as the directors may from time to time determine. |
| 4. | The Objects for which the Company is established are |
| (1) | To buy, sell, underwrite, invest in, exchange or otherwise acquire, and to hold, manage, develop, deal with and turn to account any bonds, debentures, shares (whether fully paid or not), stocks, options, commodities, futures, forward contracts, notes or securities of governments, states, municipalities, public authorities or public or private limited or unlimited companies in any part of the world, precious metals, gems, works of art and other articles of value, and whether on a cash or margin basis and including short sales, and to lend money either unsecured or against the security of any of the aforementioned property. |
| (2) | To buy, own, hold, subdivide, lease, sell, rent, prepare building sites, construct, reconstruct, alter, improve, decorate, furnish, operate, maintain, reclaim or otherwise deal with and/or develop land and buildings and otherwise deal in real estate in all its branches, to make advances upon the security of land or houses or other property or any interest therein, and whether erected or in course of erection and whether on first mortgage or charge or subject to a prior mortgage or mortgages or charge or charges, and to develop land and buildings as may seem expedient but without prejudice to the generality of the foregoing. |
| (3) | To borrow or raise money by the issue of debentures, debenture stock (perpetual or terminable), bonds, mortgages, or any other securities founded or based upon all or any of the assets or property of the Company or without any security and upon such terms as to priority or otherwise as the Company shall think fit. |
| 1 | [Seal] |
| (4) | To guarantee loans and to lend money with or without guarantee or security to any persons, firms or corporations. |
| (5) | To engage in any other business or businesses whatsoever, or in any acts or activities, which are not prohibited under any law for the time being in force in the British Virgin Islands. |
| (6) | To do all such other things as are incidental to or the Company may think conducive to the attainment of all or any of the above objects. |
And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.
| 5. | (1) The Company has no power to : |
| (a) | carry on business with persons resident in the British Virgin Islands; |
| (b) | own an interest in real property situate in the British Virgin Islands, other than a lease referred to in paragraph (e) of subsection (2); |
| (c) | carry on banking or trust business, unless it is licensed under the Banks and Trust Companies Act, 1990; |
| (d) | carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorizing it to carry on that business; |
| (e) | carry on the business of company management unless it is licensed under the Company Management Act, I990; or |
| (f) | carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands. |
| (2) | For purposes of paragraph (a) of subsection (1), the company shall not be treated as carrying on business with persons resident in the British Virgin Islands by reason only that |
| (a) | it makes or maintains deposits with a person carrying on banking business within the British Virgin Islands; |
| (b) | it makes or maintains professional contact with solicitors, banisters, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the British Virgin Islands; |
| 2 | [Seal] |
| (c) | it prepares or maintains books and records within the British Virgin Islands; |
| (d) | it holds, within the British Virgin Islands, meetings of its directors or members; |
| (e) | it holds a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained; |
| (f) | it holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act or under the Companies Act; |
| (g) | shares, debt obligations or other securities in the company are owned by any person resident in the British Virgin Islands or by any company incorporated under the International Business Companies Act or under the Companies Act. |
| 6. | The shares in the Company shall be issued in the currency of the United States of America. |
| 7. | The authorised capital of the Company is US$50,000 divided into 50,000 shares with a par value of US$1.00 each. The directors shall have the authority to determine by resolution at their discretion whether shares are to be issued as registered shares or to bearer. |
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