Shareholders until the Company consult your shareholders and your accountant when setting such a has repaid claims by dividend policy. Shareholders on Loan Account Subject to clause 25, the must declare dividends in the following circumstances: [INSERT] Restrictions Restrictions on share transfers As this is an MOI for a private company, by definition the transfer on share apply as described in clause 10. of shares by its shareholders are transfers restricted. On that basis we have included clause 10, which Keep if applicable: describes the most basic of However, any shareholder restrictions on transfer. Namely, this means that no shareholder can may transfer its shares to a sell its shares without first offering company or a trust formed its shares to the other shareholders. primarily for the benefit of: that shareholder and/or The column to the left provides you with the ability to change the (in the case of a shareholder restriction on transfer. Essentially, who is a natural person) it allows any shareholder to hold its shares through another entity. That his/her spouse and/or may be through a company or a descendants The only condition is that the company or the trust be created for the primary benefit of the original shareholder or his/her family. If those conditions are satisfied, then the relevant shareholder can make that transfer without first offering the shares to the other shareholders AND without the consent of the other shareholders. Nominee Choose one and delete the others: This allows one person (a to hold shares on “nominee”) arrangements behalf of another (a “beneficial Nominee arrangements are owner”). permitted without restriction This is important: the holder will not be the true shareholder. Rather, all Nominee arrangements are benefits (including the right to decide how shares votes are permitted, but restricted voted) actually lie with the beneficial owner. Nominee arrangements are not permitted and clause 12 of the MOI is automatically applicable as
Shareholders until the Company has repaid claims by Shareholders on Loan Account Subject to clause 25, the must declare dividends in the following circumstances: [INSERT] consult your shareholders and your accountant when setting such a dividend policy. Restrictions on share transfers Restrictions on share transfers apply as described in clause 10. Keep if applicable: However, any shareholder may transfer its shares to a company or a trust formed primarily for the benefit of: that shareholder and/or (in the case of a shareholder who is a natural person) his/her spouse and/or descendants As this is an MOI for a private company, by definition the transfer of shares by its shareholders are restricted. On that basis we have included clause 10, which describes the most basic of restrictions on transfer. Namely, this means that no shareholder can sell its shares without first offering its shares to the other shareholders. The column to the left provides you with the ability to change the restriction on transfer. Essentially, it allows any shareholder to hold its shares through another entity. That may be through a company or a The only condition is that the company or the trust be created for the primary benefit of the original shareholder or his/her family. If those conditions are satisfied, then the relevant shareholder can make that transfer without first offering the shares to the other shareholders AND without the consent of the other shareholders. Nominee arrangements Choose one and delete the others: Nominee arrangements are permitted without restriction Nominee arrangements are permitted, but restricted Nominee arrangements are not permitted and clause 12 of the MOI is automatically applicable as This allows one person (a “nominee”) to hold shares on behalf of another (a “beneficial owner”). This is important: the holder will not be the true shareholder. Rather, all benefits (including the right to decide how shares votes are voted) actually lie with the beneficial owner.
Skylaw-MOI-June-2015.docx