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    Filing dated 15/6/11 by Maajid Nawaz to establish a company called PropagandaWorks

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    Filing dated 15/6/11 by Maajid Nawaz to establish a company called PropagandaWorks

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    388 views21 pages

    Nawaz Company - PropagandaWorks 2011

    Uploaded by

    Max Blumenthal
    Filing dated 15/6/11 by Maajid Nawaz to establish a company called PropagandaWorks

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 21
    File Copy CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY Company No. 7671383 The Registrar of Companies for England and Wales, hereby certifies that PROPAGANDAWORKS LIMITED. is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales Given at Companies House, Cardiff, on 15th June 2011 INU @: ean *NOT6TI383M* Companies House — forthe recon). — The above information was communicated by electronic means and authenticated by the Registrar of Companies under Section 1115 of the Companies Act 2006 INO1(ef) Companies House for the record. —~ Application to register a company Received for filing in Electronic Format on the: 1SI062014, SOT Company Name PROPAGANDAWORKS LIMITED in full: Company Ty Private limited by shares Situation of Registered England and Wales Office: Proposed Register ACRE HOUSE 11/15 WILLIAM ROAD Office Address LONDON UNITED KINGDOM NWI3ER I wish to adopt entirely bespoke articles Electronically Filed Document for Company Number: 01671383 Page: Company Director] Type. Person Fall forename(s): MAAJID USMAN Surname: NAWAZ, Former names: Service Address: ACRE HOUSE 11/15 WILLIAM ROAD LONDON UNITED KINGDOM NW13ER Country State Usually Resident; UNITED KINGDOM, Date of Birth: 2AWISTT Nationality: BRITISH Occupation: NONE Consented 10 Act: Y Date authorised: 1062011. Authenticated: VES Electronically Filed Document for Company Number: 01671383 Page:2 Statement of Capital (Share Capital) Class of shares ORDINARY Number allotted 1 Aggregate nominal 1 : value Currency GBP Amount paid per share 4 Amount unpaid per share 0 Prescribed particulars ‘THE SHARES HAVE ATTACHED TO THEM FULL VOTING, DIVIDEND AND CAPITAL DISTRIBUTION (INCLUDING ON WINDING UP) RIGHTS, TRANSFER NOTICE & PRE-EMPTION RIGHTS ON TRANSFER OF SHARES; THEY DO NOT CONFER ANY RIGHTS OF REDEMPTION Statement of Capital (Totals) Currency ‘GBP Total number of shares Total aggregate nominal value Electronically Filed Document for Company Number: 01671383 Poge:3 Initial Shareholdings Name: NAWAZ STRATEGIES LIMITED Address: ACREHOUSE 11/18 WILLIAM ROAD Class of share: ‘ORDINARY LONDON UNITED KINGDOM NWI3ER Number of shares: 1 Currency. GBP Nominal value of each share: Amount unpaid: 9 Amount paid: 1 Electronically Filed Document for Company Number: 01671383 Poge:4 Statement of Compliance T confirm the requirements of the Companies Act 2006 as to registration have been complied with Name: NAWAZ STRATEGIES LIMITED Authenticated: YES Authorisation Authoriser Designation: subscriber End of Electronically Filed Document for Company Number: 07671383 COMPANY HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF PROPAGANDAWORKS LIMITED Each subseriber to this memorandum of association wishes to form a company under the Companies ‘Act 2006 and agrees to become a member of the company and to take at least one share each, Name of each subscriber Authentication by each subsoriber NAWAZ STRATEGIES LIMITED Dated: 15 June 2011 ‘The Companies Acts 2006 PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF PROPAGANDAWORKS LIMITED PRELIMINARY () © @ ) © Subject 2s hereinafter provided and the Companies (Model Articles) Regulations 2008 as contained in Regulation 2 and Schedule 1 (private companies limited by shares) of S! 2008/8229 ("Model Articles") shall apply to the Company as in force on the date that these Articles were adopted by the Company, save that the Articles prevail in the case of any exclusion, inconsistency or vatation. ‘The definitions as indexed in Schedule & to the Companies Act 2006, in each case as from time to time may be amended, extended or re-enacted, apply to these Articles. Words and expressions used in the Articles, unless the context otherwise requires, have the same meaning as in the Companies Act 2006. Any reference in these Aticles to a particular statutory provision includes the provision as from time to time may be amended, extanded of as re-enacted. The headings and index do not affect the construction, interpretation and meaning of these Articles The Model Articles shall apply to the Company except where modified or changed by ‘these Articles of Association of the Company. “the Act” means the Companies Act 2006 including any statutory modification or any ‘extensions, amendments or re-enactments, forthe time being in foros. ‘The expression “equity share capital’, appearing in these Articles shall bear the meening as defined by Section 648 of the Companies Act 2006 Tho expression “equity securities", appearing in these Articles shall bear the meaning 1s defined by Section 680 of the Companies Act 2006. (c) “communication” means the same as defined by Section 1168 of the Companies Act 2006. (n) “electronic communication” means the same as defined by Section 1259 of the Companios Act 2006, ® ‘ecuted” includes any mode of execution LIABILITY OF MEMBERS. 2. The liability of the members is limited and shall not be more than the nominal amount of each ‘share, and if any share is part paid the members will only be liable for such amounts as are unpaid on the shares held by them. OBJECTS OF THE COMPANY 3. Purcuant to Section 31(1) of the Companios Act 2006 the objects of the Company shall bo Unrestricted and the Company may pursue any objects deemed appropriate in the beneficial interests of the Company and within the constraints of any other legislation from time to time in force, unless amended by Section 31/2) of the Companias Act 2006, 4, The objects of the Company shall generally be to carry on business as a general commercial company and accordingly to carry on any trade or business whalsoever and £0 that the ‘company has power to do all such things as are incidental or conducive to the carrying on of, any trade or business by it and in addition and without prejudice to the generality and any further objects within the powers of the Company, ‘SHARE CAPITAL 5. The share capital of the Company shall be the capital as reported on the Statement of Capital ‘and issued from time to time pursuant to the provisions of the Act. 6. The class rights contained in this Article for each class of shares shall be equal in all respects ‘and shall apply unless varied by special resolution or elsewhere in these Articles, to each class of share in the share capital, The holders shall be entitled to receive notices of all general meting (including class meetings) and to attend and speak and vote at all general meetings (or receive and vote on a written resolutions pursuant to the provisions of Chapter 2 of Part 13 of the Companise Act 2006). Subject to any other provisions which may be: contained in these Articles the holder shall otherwise be entiled to receive in proportion to their holdings any dividends or any other distribution to the holders (as defined by Part 23 of the Companies Act 2006) including any distributions of any residual balance remaining on the: winding up of the Company. (Glass of Shares in the capital of the Company at the date of these Articles (2) Ordinary shares of £1.00 each, (a) Subject to the provisions Section 550 of the Companias Act 2008 and to the fallowing provisions of these Articles, the Directors shall have authority to exercise any power of the Company to offer, alot, grant rights of an option to subscribe for shares or convert any security into shares in the Company, to such persons and at such times ‘and generally on such terms and conditions as the dliectors think proper, provided ‘that the Company has only a single class of shares. (©) The directors shall otherwise only exercise such powers as authorised by this Article or by the Company in General Mesting or by writen resolution pursuant to Section '551 of the Companies Act 2006 or where the said authority to exercise the powers of the directors has been varied, renewed or revokes (i) The Directors shall not be authorised to make any offer or allotment of shares in the Company, or grant any rights of an option to subscribe for shares, or ‘convert any securities into shares in the Company, if such allotment, or an allolment in pursuance of such offer or right, would or might result in an ‘aggregate number of shares being issued and did not exceed a maximum rominal value of £1,000, and euch limitetion shall determine the maximum ‘amount ofthe shares which at any time may be allotted by the Directors. (i) ‘The periad within which the said authority above, to allat the maximum ominal value of shares shall be exercised and limited to five years, commencing on the date of incorporation of the Company or any date where the authority has been renewed by a resolution passed by the Company. (©) Any offer or agreement in respect of relevant securities, which is made prior to the expiration of such authority and in all other respects within the terms of such authority, shall be authorised to be made, notwithstanding that such offer or ‘agreement would or might require relevant securities to be allotted after the expiration of such authority and, accordingly, the Directors may at any time allot any relevant securities in pursuance of such offer or agreement (4) The authorty conferred upon the Directors to allot relevant securities may at any time, by Ordinary Resolution of the Company in General Meeting, be revoked, vatied or renewed (whether or not it has been previously renewed hereunder) for a further period not exceeding five years. ‘Section $81(1) and Section 562(1) to (5) and 568(3) of the Companies Act 2008 shall not apply to any allotment by the Company of equity securities (as defined by Section 660(1) of the Companies Act 2008) pursuant to provisions of Section 570 of the Companies Act 2006, ( No share shall be issued at a discount, 10. (&) The Company shall have power to issue share warrants to beater. (©) Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited. Subject to the provisions of the Act (a) The Company may purchase ary of its own shares, subject to the Act and provided that the terms of any contract under which the Company will or may become entitled or obliged to purchase its own shares shall be authorised by Special Resolution of the Company before the Company enters into the contract, (©) The Company shall be authorised, in respect of the redemption or purchase of any of its own shares and where incuffcient profits, to make such payments out of capital subject to the provisions and in accordance with the Act (©) The Company may give any financial assistance subject to the Act, provided that a ‘Special Resolution of the Company shall first approve any such financial assistance ‘or payment. (4) The Company may by Special Resolution reduce its Share Capital and any capital redemption reserve or share premium account in any manner authorised under the Act VARIATION OF CLASS RIGHTS. " 2 ‘Subject to the provisions of Section 630 of the Companies Act 2006, if at any time the chare. capital of the Company is divided into shares of diferent classes. any ofthe rights for the time: being attached to any share or class of shares in the Company (and notwithstanding that the ‘Company may be or be about to be in liquidation) may be varied or abrogated in such manner (any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class or with the sanction of an special resolution passed at @ separate ‘general meeting of the holders of shares of the class duly convened and held as defined by ‘Section 334 of the Companies Act 2008 for the holding of general meotings (but not otherwise) Subject to the terms on which any shares may be issued, the rights or privileges attached to any olass of shares shall be deemed to be varied or abrogated by the reduction of the capital paid up on such shares or by the allotment of further shares ranking in priority thereto in any respect, but shall not be deemed to be varied or abrogated by the creation or issue of any naw shares ranking pati passu in all respects (save as to the date from which euch new ‘shares shall rank for dividend) with or subsequent to those already issued of by the purchase cr redemption by the Company of its awn shares in acoordance with the provisions of the Act ‘and these Articles. LIEN 13. The Company shall have a first and paramount lien on all shares standing registered in the name of any person (whether the person be the sole registered holder or one of two or more joint holders) forall moneys presently payable by him or his estate to the Company. ‘TRANSFER OF SHARES 14, The Directors may, in their absolute discretion, decline to register any transfer of any share, whether or not itis a fully paid share. Subject to any provisions contained in the Act or any modification or re-enactment give the transferee nolice of any refusal and the reasons for ‘such refusal to register the share in the name of the transferee within two months on which the transfer was lodged with the Company. 15. proper instrument in accordance with Section 770 of the Act far the transfer of any share ‘shall be duly executed by or on behalf of the transferor and unless the share is fly paid (with limited liability) also by or on behalf of the transferee. The instrument shell be stamped with tha appropriate duty or stamped adjudicated or cthenvise certified exempt (as required) and delivered to the Company. The transferor shall be deemed to remain the holder of the share Until such time that the name ofthe tranefatee is entered in the register of members, 16. A share shall not be transferred unless it has frst been offered to the Company or to the other members at the fair value (i in the absence of any other agreement this shall be the net asset value of the Company divided by the number of issued shares) (the fair value") calculated as at the date of the transfer notice the fair value having been agreed between the selling member and the transferee where there is any failure to agree on the fait value, the auditors appointed to the Company for the time being, acting as experts not as arbitrators, shall fix the fair velue of the shares to be transferred 17, A member (the sling member") wishing to transfer a share or shares, shall give notice in \wrting to the Company and such notice (‘the transfer notice") stating the price of the shares. ‘and the proposed transferee and this notice shell constitute the Company 9s the selling members agent for the sale in accordance with the provisions of this Article of the share or ‘shares comprised therein atthe fair value, A transfer notice may nat be withdrawn except with the consent of the directors. 18, Afier receiving the transfer notice for the transfer of the shares, the directors shall take any ‘such action as is necessary and within their powers for the Company to purchase the share. offered for sale. If the Company doss not approve the purchase of its own shares the directors shall then proceed to seek a purchaser or purchasers amongst the other members (including any of their own body whe are members but excluding any member who voted ‘against the Company purchasing the share or shares on offer). In the case of competition amongst the other members for the shares to be transferred, the sale shares shall be apportioned amongst those wiling and entitled to purchase the same as nearly as may be in 19, 20 a 22. proportion to their respective holdings of shares, but so that no member shall be required to purchase more shares than he has expressed his wilingness to purchase. Any question of

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