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
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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)
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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)
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any bona fide
employee of any such company, firm, partnership or legal entity not
employed or resident in Bermuda;
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(c)
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with the prior
written consent of the Minister, any other company, firm,
partnership or other form of legal entity:
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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 by mortgaging or charging all or any part of the
undertaking, property and assets (present or future) and uncalled
capital of the company or by both such methods or in any other
manner, the performance of obligations or commitments of, and the
repayment or payment of the principal amounts of and any premiums,
interest, dividends and other moneys payable on or in respect of
any securities or liabilities of, any person, including (without
prejudice to the generality of the foregoing) any company which is
for the time being a subsidiary or a holding company of the company
or another subsidiary of a holding company of the company or
otherwise associated with the company;
(c) to accept, draw, make, create,
issue, execute, discount, endorse, negotiate and deal in bills of
exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise;
(d) to sell, exchange, mortgage,
charge, let on rent, share of profit, royalty or otherwise, grant
licences, easements, options, servitudes and other rights over and
in any manner deal with or dispose of, all or any part of the
undertaking, property and assets (present and future) of the
company for any consideration and in particular (without prejudice
to the generality of the foregoing) for any securities;
(e) to issue and allot securities of
the company for cash or in payment or part payment for real or
personal property purchased or otherwise acquired by the company or
any services rendered to the company or as security for any
obligation or amount (even if less than the nominal amount of such
securities) or for any other purpose;
(f) to grant pensions, annuities, or
other allowances, including allowances on death, to any directors,
officers or employees or former directors, officers or employees of
the company or any company which at any time is or was a subsidiary
or a holding company or another subsidiary of a holding company of
the company or otherwise associated with the company or of any
predecessor in business of any of them, and to the relations,
connections or dependants of any such persons, and to other persons
whose service or services have directly or indirectly been of
benefit to the company or whom the company considers to have any
moral claim on the company or to their relations connections or
dependants, and to establish or support any associations,
institutions, clubs, schools, building and housing schemes, funds
and trusts, and to make payment towards insurance or other
arrangements likely to benefit any such persons or otherwise
advance the interests of the company or any of its