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Constitution For Jimmy And Jones Ptd. Ltd.

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Question:

Describe about the Constitution for Jimmy and Jones Ptd. Ltd.?

 

 

Answer:

Preliminary

Nature

The company is a proprietary company limited by shares.

Replaceable rules

The replaceable rules in the Corporations Act are applicable to the Company.

The Company’s internal management shall be governed by:

  • the Corporations Act 2001 (the Corporations Act) that is applicable to the company – to be known as replaceable rules; (sec 135)
  • and the Constitution

Objects

The Company is established with the object to operate as a clothing line business.

Shares

According to the Corporations Act all rights and restrictions attached to class of Shares, the Company shall:

  • allot and issue Shares; and
  • grant options over unissued Shares,

 Referring to the Corporations Act, 2001, the Company will have ordinary shares as well as preference shares.

 

Transfer of Shares

Forms of transfer

According to this Constitution any member shall transfer one or more shares that he holds by the instrument of transfer after complying with this Constitution.

Instrument of transfer

The instrument of transfer of any Share must have the following elements:

  • Shall be in writing;
  • Shall be in the usual form or in any such form approved by the Director and allowed by the law;
  • Must be executed on behalf of the transfer;
  • Shall be duly stamped;
  • Delivered properly to the company;

Suspension of transfers

The Directors may suspend the registration of the transfer of shares at any time or for such period as they deem fit. Nevertheless, such suspension cannot exceed more than 30 days in one calendar year.

 

Meetings

Who can call meetings of Members

According to the Corporations Act, the Director may call for a meeting with the members at any time and at any place as the Directors consider appropriate. The Directors can also call and arrange a general meeting on the request of the members in accordance to the Corporations Act.

How to call meetings of Members

The Company must give a prescribed notice for the meeting before holding any such meeting. This notice shall be given to each and every member, Director and auditor of the Company.

Right to attend meetings

Every member and auditor of the Company is entitled to attend meetings of the members. Each Director is entitled to attend and speak at the meetings.

Quorum

The Quorum for a meeting would be as follows:

When the company comprises of only one member, the quorum would be one person, and in case of more than one member, the quorum would be a minimum of two members.

Number of votes

According to the Constitution and the Corporations Act, or any restrictions relating to the shares, every shareholder, every member has the right to vote.

A member who is present has:

One vote for each fully paid share that he holds; a member has a fraction of one vote for each of the partially paid share that the member holds. This fraction would be equal to the amount credited on that share that is paid up.

 

Directors

Appointment of Directors

The Company will have two Directors and under no circumstances will the Company have less than two directors.

 The first Directors are the individuals who are specified as directors in the application for the registration of the Company under the Corporations Act.

With regards to the Corporations Act, the Director needs to give a written consent about his or her intention to become the Director. The Director requires mentioning about the every detail about him.

Vacation of office

A Director may resign from his office after giving the company a notice in writing;

The Company in a written resolution may then appoint any other person, which he deems fit as the Director.

 

Shareholders

The company may invite people for giving their names and be shareholders in the company.

Any person showing interest need to give a written consent to be a shareholder of this company.

All shareholders will have right to participate in the surplus assets.

All shareholders would be given the right to cast vote.

Winding up

Distributions proportional to paid up capital

While winding up of the company the surplus needs to be divided among the members according to the proper proportions that is depending on the payable amount on the share of the members and it also includes the amount credited.

 

Distributions of assets

Keeping in mind, the restrictions relating to the class of Shares, the winding up of the company would be done with the approval of the members-

Distribution of the property or part of the property among the members;

Distribution between members and class of members

OR

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