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No. 40,827
Certificate of Incorporation on Change of Name
Whereas MICRO ENTERPRISE DEVELOPMENT AGENCY LIMITED was incorporated a a limited company under the Companies Act on the FOURTH day of JULY One Thousand Nine Hundred and Ninety-one AND WHEREAS by special resolution of the Company and with the approval of the Registrar it has changed its name. Now Therefore I hereby certify that the Company is a limited company incorporated under the name of MICRO INVESTMNT DEVELOPMENT AGENCY LIMITED. Given under my hand at Kingston, this EIGHTEENTH day of NOVEMBER One Thousand Nine Hundred and Ninety-One. originally signed E. Edwards |
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COMPANY LIMITED BY SHARES
___________________
MEMORANDOM OF ASSOCIATION
OF
MICRO ENTERPRISES DEVELOPMENT AGENCY LIMITED
1. The name of the company is the “MICRO
ENTERPRISE DEVELOPMENT AGENCY LIMITED.”
2.
The
registered office of the company shall be situated in
3. The objects for which the company is
established are: -
(a)
To
advance and lend money on real, personal and securities, on cash, credit, or
other accounts, on policies, bonds, debentures, bills of exchange, promissory
notes, letters of credit, or other obligations, or on the deposit of title
deeds, wares and merchandise, bills of sale and lading, delivery orders,
warehousemen and warfingers’ certificates, notes, dock warrants, or other
mercantile indicia or tokens, bullion, stocks and shares.
(b)
To
assist persons in establishing carrying on or expanding development enterprises
by participating in share capital, granting loans and providing other forms of
financial assistance to such persons; and
(c)
To
foster the development of money and capital markets in
(d)
In
particular and without prejudice to the generality of the foregoing provision –
(i) To underwrite new issues of stocks, shares,
bonds, debentures and other securities;
(ii) To guarantee loans made from private investment
sources;
(iii)To sell investments of whatever kind
belonging to the Bank as and when appropriate;
(iv) To carry out transactions involving unit
trust schemes and mortgages;
(v) To furnish financial advice and provide
or assist in obtaining managerial, technical and administrative services for
development enterprises in
(e)
To
invest money in such manner as may from time to time be thought proper.
(f)
To
contract for public and private loans, and to negotiate and issue the same, to
such persons and upon such terms as the company may think fit.
(g)
To act
as agents for any government or other authority;
(h)
To
borrow such sums as may be required it for meeting any of its obligations or
discharging any of its functions.
(i)
To
borrow or raise money in such manner as the Company shall think fit, and in
particular by the issue of dentures or debenture stock (perpetual or
otherwise), and to secure the repayment of any money borrowed, raised owing by
mortgage, bill of sale, change or lien upon the whole or any part of the Company’s
property or assets (whether present or future) including its uncalled capital
and also by a similar mortgage, bill of sale, charge or lien to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake.
(j)
To guarantee,
in such manner and on such conditions as the directors may think fit, the
repayment of the borrowings of the Bank.
(k)
To
draw make accept, endorse, discount, execute and issue promissory notes, bills
of exchange, cheques, bills of lading, warrants, debentures, and other
negotiable or transferable instruments.
(l)
To
apply for promote and obtain any act, law, order, licence or permit of any
authority for enabling the Company to carry any of its objects into effect, or
for effecting any modification of the Company’s construction, or for any other
purpose which may seem expedient, and to oppose any proceedings or applications
which may seem calculated directly or indirectly to prejudice the Company’s
interests.
(m)
To
enter into any financial arrangements with any government or authorities
(supreme, municipal, local or otherwise) or any corporations, companies, firms
or persons that may seem conductive to the attainment of the Company’s objects
or any of them, and to obtain from any such government, authority corporation,
company, firm or person, any charters, contracts, decrees, rights, privileges
and concessions which the Company may think desirable, and to carry out,
exercise and comply with any such charters, contracts, decrees, rights,
privileges and concessions.
(n)
To
invest in or acquire or establish and carry on business or undertaking (and
either separately or in conjunction with others) in
(o)
(i) To promote
the increased availability of medium and long-term finance in all sections of
the Jamaican economy.
(ii) To
supply scarce domestic funds with funds from overseas and in furtherance of the
above to establish and operate branches and agencies in
(p)
To
purchase or by any other means acquire any freehold, leasehold, or other
property for any estate or interest whatever, and any rights, privileges or
easements, over or in respect of any property, and any buildings, offices,
warehouses, factories, mills works, wharves, roads, railways, tramways,
machinery, engines, rolling stock, vehicles, plant, equipment, live and dead
stock, barges, vessels, or things and any real or personal property or rights
whatsoever which may be necessary for, or may conveniently used with, or may
enhance the value or any other property of the Company.
(q)
To
build, construct, maintain, alter, enlarge, pull down, and remove or replace
any buildings, offices, warehouses, factories, mills, works, wharves, docks,
roads, railways, tramways, machinery, engines, equipment, walls, fences, banks,
damns, sluices, or watercourses, and to clear sites for the same, or to join
with any person, firm or company in doing any of the things aforesaid, and to
work, manage, and control the same or join with others in so doing.
(r)
i.
To
receive subscriptions or investments whether in the form of shares, debentures,
securities or otherwise from any funds and resources from international or
national sources and to invest such funds and resources in such projects,
ventures or activities as may be determined from time to time.
ii.
To
assist in the creation or development of business, resources, properties and
industries in
iii.
To
expand, widen and develop opportunities for Jamaicans to participate in the
economic development of
iv.
To
provide assistance for any company owing property or carrying on business
related to the economic interests of
v.
To
lend money or render assistance to any ventures or enterprises including the
acquisition of property likely to benefit
vi.
To
finance projects and programmes contributing to the development of the
productive capacity of the Jamaican economy or any of its sectors.
(s)
To do,
perform and execute any and all acts, deeds, documents and things and to
undertake and carry on all kinds of financial, commercial and other operations
which an individual of full legal age and capacity is and would be entitled to
do, perform and execute.
(t)
To
apply for, register, purchase or by other means acquire and project, prolong
and renew, whether in the island of Jamaica or elsewhere as the Directors may
in their absolute discretion from time to time determine, any patents, patent
rights, brevets d’ invention, licences, trade marks, designs, protection and
concessions which may appear likely to be advantageous or useful to the
Company, and to use and turn to account and to manufacture under of grant
licences or privileges in respect of the same and to expand money in
experimenting upon and testing and improving or seeking to improve any patents,
inventions, or rights which the Company may acquire or propose to acquire.
(u)
To
acquire and undertake the whole or any part of the business goodwill and assets
of any person, firm or company carrying on or proposing to carry on any of the
business which this Company is authorised to carry on, and as part of the
consideration for such acquisition to undertake all or any of the liabilities
of such person, firm or company, or to acquire an interest in, amalgamate with,
enter into partnership or into any arrangement for sharing profits or for
co-operation, or for limiting competition, for mutual assistance with any such
person, firm or company, and to give or accept by way of consideration for any
of the acts or things aforesaid or property acquired, any shares, debentures,
debenture stock or securities that may be agreed upon, and to hold and retain
or sell, mortgage and deal with any shares, debentures, debenture stock or
securities so received.
(v)
To
improve, manage, cultivate, develop, exchange, let on lease or otherwise
mortgage, charge, sell, dispose of, turn to account, grant rights and
privileges in respect of, or otherwise deal with all or any part of the
property and rights of the Company.
(w)
To
remunerate any person, firm or company rendering services to this Company
either by cash payment or by the allotment to him or them of shares or
securities of the Company credited as paid up in full or part, or otherwise as
may be thought expedient.
(x)
To
insure the life of and insure against accident or sickness any person who may
in the opinion of the Directors be of value to the Company as having or holding
for the Company interests, goodwill or influence or other benefits and to pay
the premiums on any such insurances.
(y)
To
award scholarships to or undertake payment for the education, tuition,
training, maintenance and benefit of any person or persons, including
employees, apprentices and servants, who or whose services may in the opinion
of the Directors is of present or future value to the Company.
(z)
To pay
all or any expenses incurred in connection with the promotion, formation and
incorporation of the Company, or to contract with any person, firm or company
to pay the same and to pay commissions to brokers and others for underwriting,
placing, selling or guaranteeing the subscription of any shares, debentures,
debenture stock or securities of this Company.
(aa)To support and subscribe to any charitable
or public object, and any institution, society or club which may be for the
benefit of the Company of its employees, or may be connected with any town or
place where the Company carries on business; to give or award pensions,
annuities, gratuities and superannuation or other allowances or benefits, or
charitable aid to any persons who are or have been Directors of or who are or
have been employed by or who are serving or have served the Company, and to the
wives, widows, children and other relatives and dependants of such persons to
make payments towards insurance; and to set up, establish, support and maintain
superannuation and other funds or schemes (whether contributory or
non-contributory) for the benefit of any such persons and of their wives, widows,
children and other relatives and dependents.
(bb)
To
make donations to such persons and in such cases and either of cash or of other
assets as the Directors may consider directly or indirectly conducive to any of
its objects or otherwise expedient or desirable.
(cc)To promote any other company for the
purpose of acquiring the whole or any part of the business or property and
undertaking any of the liabilities of this Company or of undertaking any
business or operations which may appear likely to assist or benefit this
Company or to enhance the value of any property or business of this Company,
and to place or guarantee the placing of, underwrite, subscribe for, or
otherwise acquire all or any part of the shares or securities of any such
company as aforesaid.
(dd)
To
sell or otherwise dispose of the whole or any part of the business or property
of the Company, either together or in portions for such considerations as the
Company may think fit, and in particular for shares, debentures or securities
of any company purchasing the same.
(ee)To merge into, amalgamate with or otherwise
have its assets vested in any body created by statute for the purposes of
dealing with any matter with which the company is competent to deal.
(ff)
To
procure the Company to be registered or recognized in any country or place.
(gg)To do all such other things as may be
deemed incidental or conducive to the attainment of the above objects or any of
them.
(hh)The objects of the Company shall be carried
out on commercial lines and in the best interests of the shareholders and the
national interest.
(ii)
It is
hereby declared that each sub-clause of this clause shall be construed
independently of any other sub-clause hereof and that none of the objects
mentioned in any sub-clause shall be deemed to be merely subsidiary to or
limited by the objects mentioned in any other sub-clause or the name of the
Company and in case of doubt or ambiguity this clause and every sub-clause
thereof shall be construed in such a manner as to enlarge and not restrict or
limit the powers of the Company.