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Andium Homes Limited: Company Formation Documents

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A decision made 12 May 2014:

Decision Reference:  MD-TR-2014-0038

Decision Summary Title:

Company formation documents for Andium Homes Limited

Date of Decision Summary:

1st May 2014

Decision Summary Author:

Treasurer of the States

Decision Summary:

Public or Exempt?

Public

Type of Report:

Oral or Written?

Written

Person Giving

Oral Report:

N/A

Written Report

Title:

Company formation documents for Andium Homes Limited

Date of Written Report:

1st May 2014

Written Report Author:

Treasurer of the States

Written Report :

Public or Exempt?

Public

Subject:

Company formation documents for Andium Homes Limited.

Decision(s):

The Minister decided to sign the following documents in relation to the formal creation of Andium Homes Limited:-

  • JFSC form C2B – Application for consent to issue shares and/or admit a guarantor member in a proposed Jersey company;
  • JFSC form 3 – Statement of particulars in incorporation of a private company;
  • Memorandum and Articles of Association.

 

The Minister further decided to instruct the Board of Andium Homes Limited (currently the Shadow Board) that they must act only in accordance with any States decisions taken.

Reason(s) for Decision:

The Council of Ministers have lodged P.60/2014 Housing Transformation Programme: Memorandum and Articles of Andium Homes Limited and P.59/2014 Housing Transformation Programme: amendment to the Medium Term Financial Plan 2013 – 2015. The Minister for Housing has lodged P.58/2014 Draft Social Housing (Transfer) (Jersey) Regulations 201-. All are subject to States debate during the sitting of 3rd June 2014.

 

Should the States approve the above propositions, certain administrative preparations need to have been made in advance of the debates in order for Andium Homes Limited to become fully operational from 1st July 2014. These preparations include the formal creation of Andium Homes Limited as a Jersey Company regulated by the JFSC. The Minister is therefore agreeing to sign the relevant documentation, but with the important proviso that the company will remain inactive until such time as the States have debated P.58/2014, P.59/2014 and P.60/2014, i.e. it will not trade in any way pending the States’ consideration.

 

Should the States reject or defer these propositions at the sitting of 3rd June 2014 the company will not trade until such time as States approval has been given.

Resource Implications:

There are no resource implications for the States as a result of this decision.

Action required:  

Minister for Treasury and Resources to sign documentation as detailed in the decision and communicate this decision to the Shadow Board of Andium Homes Limited.

Signature:

 

 

Position: Senator P F C Ozouf, Minister for Treasury and Resources

 

 

Date Signed:

Date of Decision:

 

Hide report
Andium Homes Limited: Company Formation Documents

ANDIUM HOMES LIMITED

MEMORANDUM OF ASSOCIATION

COMPANIES (JERSEY) LAW 1991

 

1. The name of the company is: ANDIUM HOMES LIMITED

 

2. The company is a private company limited by guarantee and not having a share capital.

 

3. Objects

 

The objects of the Company shall be to:

 

 provide affordable housing, together with any associated facilities, amenities or services, which meet the policy objectives of the Minister of Housing and the States’ Strategic Housing Unit; and

 carry on from time to time any other object relating or ancillary to housing subject to obtaining the consent of the Guarantor.

4. Powers

 

a. The Company shall have power to do anything that a natural or corporate person can lawfully do which is necessary or expedient in furtherance of its objects and is in accordance with the Memorandum of Understanding unless it is prohibited by this Memorandum of Association.

b. Without limiting the powers described in clause 4a the Company shall have power to:

i. take or grant or otherwise dispose of or deal with any interest in land;

ii. carry out works to land, buildings or other property;

iii. contract with the States or any person or organisation in furtherance of its objects;

iv. provide services and assistance to such persons or organisations as permitted by the objects and on such terms as the Board shall determine;

v. subject to the Guarantor's consent (which consent shall not be required with respect to any mechanic's lien or the collection of payment in advance for services or rent  or similar matter arising in the ordinary course of trade) borrow money, issue loan stock or raise money in such manner as the Company shall determine and secure the repayment of any money borrowed raised or owing by such security as the Company shall determine (including by way of floating charge or security interest or other encumbrance) upon the whole or any part of the Company's property or assets (whether present or future) and also by giving similar security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it;

vi. insure and arrange insurance cover for the Company from and against all such risks as the Board shall determine and to pay any premium in respect of such insurance;

vii. to the extent permitted by law, insure and arrange insurance cover for and to indemnify its agents and employees and such other persons as the Company shall determine, including without limitation, voluntary workers and the States from and against all such risks incurred in the proper performance of their duties as the Company shall consider appropriate and to pay any premium in relation to indemnity insurance in respect of liabilities of its Directors or any of them which would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in respect of the Company provided that such insurance shall not extend to any liability in respect of an act or omission which such Director or Directors knew or ought reasonably to have known was a breach of duty or trust or which was committed by such Director or Directors recklessly without due regard as to whether such act or omission might be a breach of duty or trust;

viii. invest any monies of the Company not immediately required for the furtherance of its objects as the Company shall determine and as permitted by law;

ix. subject to such consents as may be required by law and compliance with all formal guidance issued by the Company's regulators (if any), purchase or otherwise acquire or encourage or promote and in any way support or aid the establishment and development of any subsidiary, or any other body established for the purposes of carrying on any trade or business either for the purpose of raising funds for the Company or for the furtherance of the objects of the Company; and

x. make donations, grants or loans to such persons and organisations and on such terms as the Company shall determine to further the objects of the Company.

5. Limited liability

 

The liability of the members of the Company is limited by guarantee as set out in clause 6 below.

 

6. Members' guarantee

 

Each of the Company's members undertakes to contribute to the assets of the Company, in the event of the same being wound up while it is a member of the Company, or within 12 months after it ceases to be a member of the Company, for payment of the debts and liabilities of the Company contracted before it ceases to be a member of the Company, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one pound sterling.

 

 

 

7. Definitions

 

Terms defined in the Articles of Association of the Company shall have the same meaning when used in this Memorandum of Association.

 

8 The person whose name and address appear below wishes to form a guarantor company in pursuance of this Memorandum of Association.

 

 

NAME AND ADDRESS OF GUARANTOR MEMBER

 

 

LIMIT OF GUARANTEE

 

 

SIGNATURE

 

The States of Jersey

 

Represented by:

 

The Minister for Treasury

and Resources

Cyril Le Marquand House

The Parade

St Helier

JE4 8UL

£1.00

 

 

SIGNATURE OF WITNESS:

………………………………..

Full name: …………………...

Address:

………………………………..

………………………………..

………………………………..

………………………………..

 

 

 

 

1263325.3

 

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