H.B.H. - Memorandum of Association
Companies Act 1929.
C O M P A N Y L I M I T E D B Y S H A R E S .
B. H. (COACHBUILDERS) LIMITED.
1. The name of the Company is " H. B. H. (Coachbuilders) Limited."
The registered office of the Company will be situate in England.
The objects for which the Company is established are--
(A) To carry on,
develop, extend and turn to account the business of makers of body builders,
repairers and painters for motorcars, sidecars, carriages and vehicles of every
description; manufacturers of motors and motor vehicles of all kinds and parts
of same and accessories therefore; woodworkers, timber merchants, coachbuilders,
wagon builders, manufacturers of motor bodies of all kinds, including plastics,
and hoods and screens for motor
vehicles ; glaziers, upholsterers, sheet metal workers, metal founders,
mechanical engineers, machine and engineering toolmakers, brassfounders,
metalworkers, metal stampers and forgers, electrical engineers, jig makers,
welders, die sinkers, millwrights, steel converters, metallurgists, plate
makers, wire drawers, tube makers, galvanisers, japanners, annealers,
enamellers, electro-platers, merchants and factors of and dealers in all
materials, utensils and articles of equipment
and requisites for any of the trades or businesses aforesaid.
(B) To carry on
any other trade or business whatsoever which can, in the opinion of the Board of
Directors, be advantageously carried on by the Company in connection with or as
ancillary to any of the above businesses or the general business of the Company.
(C) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade, and any real or personal property of any kind necessary or convenient for the purposes of or in connection with the Company's business or any branch or department thereof.
(D) To erect, construct, lay down, enlarge, alter and maintain any roads, railways, tramways, sidings, bridges, reservoirs shops, stores, factories, buildings, works, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.
(E) To borrow or
raise or secure the payment of money for the purposes of or in connection with
the Company's business.
(F) To mortgage
and charge the undertaking and all or any of the real and personal property and
assets, present or future, and all or any of the uncalled capital for the time
being of the Company, and to issue at par or at a premium or discount, and for
such consideration and with and subect to such rights, powers, privileges and
conditions as may be thought fit, debentures or debenture stock; either
permanent or redeemable or repayable, and collaterally or further to secure any
securities of the Company by a trust deed or other assurance.
(G) To issue and
deposit any securities which the Company has power to issue by way of mortgage
to secure any sum less than the nominal amount of such securities, and also by
way of security for the performance of any contracts or obligations of the
Company or of its customers or other persons or corporations having dealings
with the Company, or in whose businesses or undertakings the Company is
interested, whether directly or indirectly.
(H) To receive
money on deposit or loan upon such terms as the Company may approve, and to
guarantee the obligations and contracts of customers and others.
To make advances to customers and others with or without security, and
upon such terms as the Company may approve, and generally to act as bankers for
customers and others.
(J) To grant
pensions, allowances, gratuities and bonuses to officers, ex-officers, employees
or ex-employees of the Company or its predecessors in business or the dependents
or connections of such persons, to establish and maintain or concur in
establishing and maintaining trusts, funds or schemes (whether contributory or
non-contributory) with a view to providing pensions or other benefits for any
such persons as aforesaid, their dependents or connections, and to support or
subscribe to any charitable funds or institutions, the support of which may, in
the opinion of the Directors, be calculated directly or indirectly to benefit
the Company or its employees, and to institute and maintain any club or other
establishment or profit-sharing scheme calculated to advance the interests of
the Company or its officers or employees.
(K) To draw,
make, accept, endorse, negotiate, discount and execute promissory notes, bills
of exchange and other negotiable instruments.
(L) To invest
and deal with the moneys of the Company not immediately required for the
purposes of its business in or upon such investments or securities and in such
manner as may from time to time be determined.
(M) To pay for
any property or rights acquired by the Company, either in cash or fully or
partly paid-up shares, with or without preferred or deferred or guaranteed
rights in respect of dividend or repayment of capital or otherwise, or by any
securities which the Company has power to issue, or partly in one mode and
partly in another, and generally on such terms as the Company may determine.
(N) To accept
payment for any properly or rights sold, or otherwise disposed of or dealt with
by the Company, either in cash, by installments or otherwise, or in fully or
partly paid-up shares of any company or corporation, with or without deferred or
preferred or guaranteed rights in respect of dividend or repayment of capital or
otherwise, or in debentures or mortgage debentures or debenture stock, mortgages
or other securities of any company or corporation, or partly in one mode and
partly in another, and generally on such terms as the Company may determine, and
to hold, dispose of or otherwise deal with any shares, stock or securities so
(O) To enter
into any partnership or joint-purse arrangement or arrangement for sharing
profits, union of interests or cooperation with any company, firm or person
carrying on or proposing to carryon any business within the objects of this
Company, and to acquire and hold, sell, deal with or dispose of shares, stock or
securities of any such company, and to guarantee the contracts or liabilities
of, or the payment of the dividends, interest or capital of any shares, stock or
securities of and to subsidise or otherwise assist any such company.
(P) To establish
or promote or concur in establishing or promoting any other company whose
objects shall include the acquisition and taking over of all or any of the
assets and liabilities of this Company or the promotion of which shall be in any
manner calculated to advance directly or indirectly the objects or interests of
this Company, and to acquire and hold or dispose of shares, stock or securities
of and guarantee the payment of the dividends, interest or capital of any
shares, stock or securities issued by or any other obligations of any such
(Q) To purchase
or otherwise acquire and undertake all or any part of the business, property,
assets, liabilities and transactions of any person, firm or company carrying on
any business which this Company is authorised to carry on.
(R) To sell,
improve, manage, develop, turn to account, exchange, let on rent, royalty, share
of profits or otherwise, grant licences. easements and other rights in or over,
and in any other manner deal with or dispose of the undertaking and all or any
of the property and assets for the time being of the Company for such
consideration as the Company may think fit.
amalgamate with any other company whose objects are or include objects similar
to those of this Company, whether by sale or purchase (for fully or partly
paid-up shares or otherwise) of the undertaking, subject to the liabilities of
this or any such other company as aforesaid, with or without winding up, or by
sale or purchase (for fully or partly paid - up shares or otherwise) of all or a
controlling interest in the shares or stock of this or any such other company as
aforesaid, or by partnership, or any arrangement of the nature of partnership,
or in any other manner.
distribute among the members in specie any property of the Company, or any
proceeds of sale or disposal of any property of the Company, but so that no
distribution amounting to a reduction of capital be made except with the
sanction (if any) for the time being required by law.
(U) To do all or
any of the above things in any part of the world, and either as principals,
agents, trustees, contractors or otherwise, and either alone or in conjunction
with others, and either by or through agents, sub-contractors, trustees or
(V) To do all
such other things as are incidental or conducive to the above objects or any of
4. The liability of the members is limited.
5. The share capital of the Company is £100, divided into 100 shares of £1 each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other, if special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
of Shares taken by each Subscriber.
PERCY JOHN HAYWARD,
Address Line Removed,
Designer & Draughtsman.
FREDERICK VICTOR JAMES BIGGS,
Address Line Removed,
Light Engineer & Draughtsman
ALFRED CHARLES HILL,
Address Line Removed,
Dated this 27th day of
Witness to the above
Address Line Removed,