THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARESLLC Membership Agreement |
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Exhibit 3.1
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
Section 7(1) AND (2)
OF
VISTAPRINT LIMITED
(hereinafter referred to as “the Company”)
1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
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Name and Address |
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Bermudian Status (Yes or No) |
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Nationality |
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Number of Shares Subscribed |
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D. Bradfield Adderley Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
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Yes |
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British |
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1 |
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Ruby L. Rawlins Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
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Yes |
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British |
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1 |
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Bernett Cox Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
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Yes |
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British |
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1 |
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Donna S. Outerbridge Cedar House, 41 Cedar Avenue Hamilton HM 12, Bermuda |
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Yes |
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British |
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1 |
do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
3. The Company is to be an Exempted Company as defined by the Companies Act 1981.
4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding in all, including the following parcels:-
Not Applicable.
5. The authorised share capital of the Company is US$12,000.00 divided into 12,000,000 shares of US$0.001 each. The minimum subscribed share capital of the Company is $12,000.00 in United States currency.
6. The objects for which the Company is formed and incorporated are:-
See Attached
7. The Company has the powers set out in the Schedule annexed hereto.
6. (i) To engage in the developing, discovering, improving and acquiring of intellectual property; including inventions, processes, patents, trade marks, trade names, trade secrets, Internet domain names, graphics, software, designs and the like; and selling and/or licensing (either as licensor and/or as licensee) of the intellectual property;
(ii) To provide financial services in Bermuda and outside Bermuda to:-
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(a) |
any company which is its holding company or is a subsidiary of, or affiliated with, the Company (as such expressions are defined in the Companies Act but including for this purpose the definition of “company” bodies corporate incorporated in jurisdictions other than Bermuda, and furthermore, including any company, firm, partnership or other form of legal entity, wheresoever established, in which the Company has an interest direct or indirect of at least twenty per centum); |
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(b) |
any bona fide employee of any such company, firm, partnership or legal entity not employed or resident in Bermuda; |
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(c) |
with the prior written consent of the Minister, any other company, firm, partnership or other form of legal entity: |
Such services may include, but shall not be limited to, granting or providing credit and financial accommodation, receiving and making advances with or without interest to any such company, firm, partnership, legal entity or employee and lending and depositing with any bank, funds or other assets to provide collateral and or security for loans or other forms of financing provided to such company, firm, partnership, legal entity or employee.
(iii) To develop, operate, advise or act as investment managers and financial technical consultants and advisors in Bermuda to any company being a subsidiary of or a holding company of or affiliated with (as these terms are defined in the Companies Act) the Company or to any firm, partnership, or other form of entity in which the Company is a partner or otherwise participates or to any member of the Company and to any other enterprise, business or person incorporate, formed or otherwise resident outside Bermuda.
(iv) As set forth in paragraphs (b) to (n) and (p) to (u) of the Second Schedule to the Companies Act of 1981.
The Schedule
(referred to in Clause 7 of the Memorandum of Association)
(a) to borrow and raise money in any currency or currencies and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company or by the creation and issue of securities;
(b) to enter into any guarantee, contract of indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or






