Memorandum of Association -Example (Banking Business)

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The Memorandum of Association of the Company contains the following particulars

 

Clause 1 

The name of the Company is "ธนาคาร........." which is to be called in English as "XYZ BANK PUBLIC COMPANY LIMITED"

Clause 2 

The Company wishes to make its shares available to the public.

Clause 3 

The objectives of the Company are concluded in 27 Clauses as follows:

(1) To carry on in Thailand and in other countries the business of banking at Head Office and all branches, and to transact and do all matters and things incidental thereto, or which may at anytime hereafter, at any place where the company shall carry on business, be usual in connection with the business of banking, or dealing in money, or securities for money.

(2) To procure capital for, or make advances or lend or jointly lend money to persons, partnerships or companies, or any juristic persons with or without security, which security may be either fixed or movable collateral or a combination thereof, or right of claim on cash deposits, credit or other accounts, or insurance policies, corporate bonds, debentures, bills of exchange, promissory notes, letters of credit, or other right of claim, or other rights, or other obligations, or as receivables due from any lawfully conducted business, or deeds on real estate, various wares, merchandise or equipment, bills of transfer of ownership and lading, delivery orders, bonded warehouse certificates, dock warrants, or other mercantile indicia or tokens, including notes, instruments or any documents issued by banks, financial institutions, or persons which can be used as security.

(3) To receive monies for deposit into current, savings, fixed or other deposit accounts, including acceptance of monies as deposits through the issuance of depository notes or other instrument of rights, with or without allowance of interest and to employ such money for making of loans, purchase, sale or collection of money against bills of exchange or any other negotiable instruments, or for other matters within the objectives of the company.

(4) To accept, maintain or manage valuables, documents, any types of properties, rights and other interests by any means,   including the management of  all kinds and types of business for  any persons, groups of persons, funds, organizations, or other agencies in both the public and private sectors within the country and abroad, as well as to provide consulting and advisory services, services of provision of information, data, analyses, project planning, advice on finance and investment, or consulting services related to the buy/sale of business, mergers and/or acquisitions, listing  of  company or  securities in the Stock Exchange or any securities trading center, including the operation or rendering of all kinds of services pertinent to financial and investment businesses, both in Thailand and elsewhere.

(5) To carry on the business of purchasing, selling, purchasing with a discount, selling with a discount or disposing of by any means, foreign currencies, bonds, treasury bills, bills, letters of credit, warrants or other financial instruments, debt instruments, including any instruments or evidences of right, or any other instruments, shares, debentures, unit trusts, and all kinds and types of securities.

(6) To deal in, assay and refine precious metals (gold and silver).

(7) To invest money in such manner as may from time to time be thought proper.

(8) To act as the securities registrar, agent, broker, commission agent, facilitator in the securities trading or to conduct any other duty in the trading of shares, debentures, bonds, treasury bills, or any types of securities or for any other businesses pertinent to monetary, investment, or commercial transaction or otherwise.

(9) To negotiate or pay in advance coupons or interest on public loans or securities.

(10) To contract for public or private loans, and to negotiate and issue the same.

(10 bis.) To guarantee, to give aval or undertake the liabilities, responsibilities of other persons.

(11) To act as executors of wills made by customers and others.

(12) To act as agent for any   government, and for public or private bodies and persons.

(13) To promote, effect, guarantee, underwrite, participate in, and carry out any issue, public or private, of state, municipal, or other loans or of shares, debentures of any company, corporation or association and to lend for the purposes of any such issue.

(14) To acquire and own movable and immovable assets, rights, benefits, and things whose ownership or right may be legally acquired under local laws, and to purchases, procure, receive, take on lease, hire-purchase, or acquire ownership or right of possession, or other rights, or to improve, use or otherwise acquire for any other purpose, including to sell, dispose of, assign or transfer any assets, or rights and duties of all kinds for any other benefit of the Company or its employees.

(15) To carry on business in cooperation with, or jointly invest with, or become a limited liability partner in a limited partnership, or a shareholder in any limited companies, public limited companies, funds, or agencies in either the public or private sector within the country and abroad, as well as to become a business alliance, or to participate in business contracts with any juristic persons within the scope of the Company’s objectives.

(16) To amalgamate with any bank of similar or concurrent objects.

(17) To appoint agents and to open branches in any place and for any business as the Company shall deem expedient and to revoke or dissolve such appointment or establishment at the Company's discretion, or to represent other commercial banks for the conduct of commercial banking business.

(18) To borrow money or other properties with or without interest or security.

(19) To sell, exchange, transfer, pledge, mortgage, let, let out on leasing of, let out on hire-purchase of, permit for use of, dispose of by any other means, or otherwise utilize any assets, or rights or duties which belong to the Company or any other persons, or which become under the power of the Company or any other persons, including the pledge, mortgage or securitization of or creation of any obligation over the said assets, rights or duties  as collateral for debts, or for any other benefits for the business operation of the Company in all respects.

(20) To increase or reduce company’s capital from time to time as it deems necessary or expedient.

(21) To file a law suit, defend, appear as a party, compromise, or taking whatsoever action in courts or in judiciary or quasi-judiciary organization and to refer any disputes to arbitration.

(22) To undertake business as non-life and life insurance broker.

(23) To issue securities in the types of shares, debentures, unit trusts, warrants to purchase any type of securities, bills, securities, or other forms and kinds of instruments as permitted, prescribed, or to be prescribed by the laws governing public  limited companies, securities and exchange, or any other laws, for the purpose of offering for sale  to the shareholders, the general public or any persons, at the price equivalent to the prescribed value, or at the price lower or higher than  the prescribed value.

(24) To sell or transfer liabilities of customers or debtors to any persons, juristic persons, Thai Asset Management Corporation, asset management corporations, financial institutions, funds, government agencies, including to purchase, or participate in auctions, or accept any transfer of liabilities from juristic persons, Thai Asset Management Corporation, any asset management corporations, financial institutions, funds, government agencies, as well as to transfer or acquire any right of claims arising out of any sales of goods and services or factoring business, and to collect money from  other parties, and to provide services of  management of debt collection

(25) To engage in businesses pertinent to issuance of credit cards, debit cards and other cards, including the cooperation with both public and private agencies or any juristic persons in issuing said cards to customers of the Company.

(26) To carry on any other business in relation to, or in connection with, commercial banking business, or any business traditionally regarded as commercial banking practice, or that a commercial bank may conduct, or should conduct, or permitted, approved or granted to conduct from the Bank of Thailand and/or relevant government agencies, or that may lead to the accomplishment of all or any of said objectives, including other business to be permitted by laws.
(27) Also, in general, to do or cause to be done such acts and other things as are incidental or conducive to the attainment of the above mentioned objectives, directly or indirectly.

Clause 4 

The registered capital is Baht 30,486,146,970 (Thirty thousand four hundred eighty-six million one hundred forty-six thousand nine hundred and seventy Baht) divided into 3,048,614,697 shares (Three thousand forty-eight million six hundred fourteen thousand six hundred and ninety-seven shares) with a par value of Baht 10 (Ten Baht) each, categorized into Ordinary Shares of 3,048,614,697 shares (Three thousand forty-eight million six hundred fourteen thousand six hundred and ninety-seven shares) and Preferred Shares of - shares ( - shares).

Clause 5 

The Head Office is situated in Bangkok.

Note This Company's  former  name  was  "ABC BANK LIMITED". Registration No.123. The Company effected registration to convert itself into a public limited company on the 1st day of January B.E.2549. Registration No.001

 

The names, addresses and occupations, of the promoters of the company, the number of shares subscribed by each of them and their signatures are as follows:

(1) Name: Mr. A

Address: 123 Bangkok

Occupation: Civil servant, subscribed for one share (1 share)

Signed A

(2) .....

(3) .....

(4) .....

(5) .....

(6) .....

(7) .....

 

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