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INDIVIDUAL PROJECT
Student have to submit a Hard Copy of Project & make a Presentation.
IT IS AN INDIVIDUAL PROJECT
The dates of presentation will be informed later.
1. One Individual project
Prepare a Model Draft a Memorandum of Association of a Company- on any ONE of the following, assuming a Name of the Company, Nature of business, Names of partners & their Shares in capital, Total Capital, Profit & loss sharing ratio, Management and dissolution.
You have to give a false name to your compan, of your choice.
Your name should be the First as one of the partners--and write all the details-- as if you are filing this Draft for your company registration/License.
The topics of the project are:- (Choose any one)
Prepare a Statute/Memorandum of Association (Partnership Agreement) for a Joint Liability Company;
Prepare a Statute/Memorandum of Association (Partnership Agreement) for a Simple Commandite Company.
2. Prepare a Statute/ Memorandum of Association for a Limited Liability Company.
The last date for submitting ONE-- HARD COPY of the Project is 21st /22nd April 2019
It should be of 05 to 08 pages giving all the details like:
1. Name of the company (and which kind—JLC or LLC)
2. Names of the Partners - their addresses, nationality, date of birth & address (your name should be the first name as a Partner).
3. Nature of business (Objectives & Goals)
4. Address of the Registered Office & Branches, if any.
5. Total registered Capital & share of each Partner.
6. Date of Incorporation and termination of the Company
7. Financial year of the Company
8. Management & signatory authority (Who will manage the business)
9. Meetings of the Company
10. Liabilities of the Partners
11. Distribution of Profits & Losses
12. Dissolution of company
13. Undertaking (with signatures of all partners)
It should be duly signed by all the Partners.
TWO MODEL COPIES ARE GIVEN, YOU CAN FOLLOW ANY ONE MODEL & PREPARE YOUR PROJECT
The Memorandum of Association of
Maryam Travel Services Company (MTSC)
(A Limited Liability Company)
Individual Project
As a Part of
Business Law Course
Spring 2017
Name:
ID:
Instructor:
The Memorandum of Association of Maryam Travel Services Company (MTSC)
(A Limited Liability Company)
1) Name of company:
The Trade Name of the Company is Maryam Travel Services Company (MTSC), which is Limited Liability Company, located in Alain, UAE.
2) Objects or Nature of business of the Company:
MTSC is established to cater to the needs of all travel related works for our customers.
We render our services 24x7 in the following matters relating to:
Air ticket reservations with reasonable fares;
Make Visa arrangements from the Embassies;
Make affordable Hotel reservations; that suits to our customers taste;
Arrange transport facilities, by luxury cars, luxury mini bus & Train;
We provide separate packages for Haj & Umra;
We provide separate packages for families, students, companies and groups;
We provide expert guides and service minded attendants in all your foreign tours;
We have a tie up with many International Star Hotels, and we are associated with many foreign travel agents in all countries in the world.
3) List of Company’s Partners:
The list of partners in MTSC and their personal information:
4) Address of The Main office and branche of the company:
For all purposes the jurisdiction is limited to the Abu Dhabi Emirates.
1- The Al Ain main Office Address:
- 602, Imperial Building, Khalifa Bin Zayed Street,
- OPP. Golden Sheep Restaurant .
- Alain, United Arab Emirates,
- Telephone; +97139993660 ,
- Fax; +97137787865
- P.O.Box; 99664
- Website; www.mtsc1.ae,
- E-mail Address: mtsc-alain@travels.ae
2- The Abu Dhabi Branch Address:
- Shop No. 023, Abu-Dhabi Mall, West Corniche Road
- Abu Dhabi United Arab Emirates.
- P.O.Box; 46464
- Telephone; +97129663660,
- Fax; +97127887867
- Website; www.mtsc2.ae,
- E-mail Address: mtsc-Abudhabi@travels.ae
5) Total Registered Capital & Shares of Partners:
The Total Registered Capital of the MTSC company is 1,000,000/- AED. The partners declare that shares are in cash , and the value of shares has been paid in full by partners .
Shares are Indivisible (cannot be divided):
If any withdrawing partner wants to sell his share, then, other partners will have a priority right to purchase the shares. If they are not interested to buy, then he can sell it to outsiders (according to MOA).
Exception to this Rule- This Rule will not apply when the Transfer of a share of a partner is done by way of:
Inheritance or
Court judgement.
The shares in cash are fully paid-up by the partners at the time of incorporation/registration. The capital in cash has already been deposited in the company’s bank ADCB, Al Ain Branch, in MTSC account and the Bank has issued a deposit certificate. The Manager/s of MTSC can withdraw only upon providing evidence- of registration of company.
The capital is divided into shares among the partners according to the following ratio:-
6) The Date of Incorporation of the Company and its Termination:
MTSC Company has been registered with a duration of Five years.
The data of incorporation date on Sunday 1st/Feb/2019*
* The termination date on Wednesday 31st/Jan/2023.
The MTSC would be dissolved after completion of this period or the term may be renewed for future period upon the unanimous approval by all partners.
7) Company’s Management & Signatory authority:
Manager will have Powers as granted by this MOA.
While exercising their powers the Manager/s should not:
(1) Infringe (Violate/go against) the provisions/rules of its MOA;
(2) Act outside the scope of managing a business (objects or goals) of the kind the company carries on (Ultra vires).
(3) Manager should NOT (without the consent of General Assembly:
Take up the management of a competing company, or
Take up a company with similar objects, or
Make trade deals in competition or
Make deals similar to the activity- & make secret profits for his own or for the account of the third parties.
Such Manager will be dismissed and liable to pay compensation.
Manager is Liable for any Fraudulent acts, or Any losses or expenses incurred due to improper use of power, or Contravention of (go against) provisions of any applicable Law, or MOA, or contract appointing the Manager, or Any gross error by the Manager or For deliberate or negligent acts of Mismanagement.
Managers are liable to pay damages To the Company, To the Partners & To the Third parties.
The Manager shall be dismissed by the General Assembly- whether the Manager is a Partner or Not; or by The Court (at the request of one or more partners).
Resignation of Manager: The Manager may file a written resignation to the General Assembly- with a copy to the registrar (competent authority). The General Assembly should decide within 30 days
The Management and signatory authority on behalf of the Company is given to first partner Ms. Maryam Hamdan Al Marboui. She would be submitting the annual Report and the Balance sheet at the Meeting every year. They shall be convening the Annual Meeting & other meeting accordingly.
In case of the manager absent for personal reasons or any reason, the signatory authority on behalf of the Company is given to the second partner Ms. Latifa Ali Al Shamsi to perform all necessary actions.
8) Financial Year of MTSC:
The beginning of financial year in UAE is 1st January, and the end of it is 31st December, but with the exception for the First Financial Year which shall be ending in: 31,December, 2019.
9) Distribution of Company’s Profits and Losses:
After completion of one financial year the Balance sheet of MTSC is prepared and approved by the General Assembly. After that the Profit and Losses shall be distributed between the partners.
The Profits and Losses in MTSC shall be distributed among the partners according to the following ratio:-
1- First partner- 20%
2- Second partner- 20%
3- Third partner- 20%
4- Fourth partner- 15%
5- Fifth partner- 15%
6- Sixth partner- 10%
10) Liability of Partners:
In MTSC, Every partner shall be liable only to the extent of its/his share in the capital.
11) Meetings:
The Annual General Assembly Meeting will be held once a year. Decisions will be taken on majority basis of the quorum attending the Meeting. Extra-ordinary meetings will be called for in times of urgency.
Formation of General Assembly: The MTSC must have a General Assembly consisting of ALL partners.
The Manager/s have to convene General Assembly ONCE in a Year, (during four months following the end of the Financial Year). OR
Upon the request of one or more partners holding at least ¼ th (25%) of the capital; The Manager will invite the GA giving all information about the time & place of meeting.
Each partner has a right to attend the GA in person, may delegate to another partner (who is not a manager) or any party.
Every partner shall have a number of votes equal to the number of shares held or represented by such partner.
Quorum (required number) for convening GA: At least one or more partners holding at least 75% of capital of the company.
If such quorum 75% is not present, in the first GA Meeting, the partners will be invited for another (Second GAM) meeting, to be held within 14 days from the date of first meeting.
In this Second GAM, At least, partners holding 50% of the capital should be present to fulfil the required quorum in this meeting.
If such quorum 50% is not present at the second GAM meeting, then the partners will be invited for third GAM meeting, to be held within 30 days from the date of second meeting. This third meeting will be valid irrespective of the number.
The decisions at the GA shall be passed by the Majority of partners present in person.
Due to absence of required quorum (in 1st or 2nd meetings) next 3rd GAM invitation may be given by registered letters or by other means; at least 15 days prior to the date of the next GA.
Or within any shorter period notice, if agreed by all partners. (in case of urgency).
The following matters will be reviewed and approved by the General Assembly:
To consider & make decisions in following issues:
The Managers Report on the activity (business) & the company’s financial position of last financial year.
The Balance sheet & account of profits and losses and its approval.
The dividends be distributed among the partners.
To appoint Managers & to decide their remuneration.
To appoint Members of Board of Managers (if any);
To appoint Members of Supervisory Board;
To appoint Members of the Internal Sharia Control Committee & the Sharia Controller, if the company conducts its business according to Islamic Shariah;
To appoint & determine the remuneration of Auditor/s.
With the consent of the three quarters, 75% (¾) of the shares represented (held/owned by the partners) at the GA meeting:
MOA may be amended; or
Capital may be increased or decreased.
12) Dissolution:
The MTSC will be dissolved for any of the following reasons:
1- Amalgamation, Acquisition, Merger of the company with or by another company.
2- The partners holding majority of the capital of the company deciding to terminate the duration of the company.
3- Upon the rendering of the decision from the court to dissolve the company.
4- Death, Bankruptcy or Insanity of one or more partners.
5- If frequently conflict between partners or cheating or fraud by Managing partner was discovered at the tip of one of the partners.
Cover Page 1
Name of company 2
Nature of business 2
Names of Partners 3
Main office & Branches of the company 3- 4
Capitals & shares 4
Date of incorporation & termination of the company 5
Management & signatory authority 5-6
Financial Year 6
Profits & Losses 6-7
Liability 7
Meetings 7-9
Dissolution 9
Signatures 10
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