Memorandum & Article Association

CYPRUS ASSOCIATION OF RESEARCH & DEVELOPMENT PHARMACEUTICAL COMPANIES LIMITED THE COMPANIES LAW (Cap. 113) PRIVATE COMPANY LIMITED BY GUARANTEE MEMORANDUM OF ASSOCIATION OF CYPRUS ASSOCIATION OF RESEARCH & DEVELOPMENT PHARMACEUTICAL COMPANIES LIMITED

  • The name of the Company (hereinafter called “the company”) is CYPRUS ASSOCIATION OF RESEARCH & DEVELOPMENT PHARMACEUTICAL COMPANIES LIMITED
  • The registered office of the Company will be situated in Cyprus.
  • The objects for which the Company is established are:-
    1. To establish, Function, administer and develop an organisation in Cyprus, of businesses or organisations which focus actively with pharmaceutical or biotechnical research and the promotion, development or evolution of the production, distribution or trade of new pharmaceuticals.
    2. To support, promote and serve the financial, legal, business and other interests of its members and to offer services or other assistance towards the development of these objects.
    3. To support the continuous improvement of moral codes of research, development, evolution distribution and placement in the market place of pharmaceuticals or pharmaceutical preparations.
    4. To support and promote the understanding and information concerning matters and opportunities relating to the international activities concerning innovations in the research of pharmaceuticals and to support in every way the development of the pharmaceutical branch in Cyprus in all its sections and branches.
    5. To carry on any other business, undertake any other activity or do any act whatsoever which may seem to the members of the Board of Directors of the Company capable of being conveniently or advantageously carried on or done in connection with or as ancillary to any of the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the CompanyΆs business property or rights.
    6. To organise speeches, workshops, seminars, conferences and informational campaigns and meetings to grant services concerning the objects of the Company and to educate and test professional or trade staff of pharmaceutical businesses or organisations, within the boundaries prescribed by law.
    7. To purchase, take on lease or in exchange, rent or otherwise acquire, keep, maintain and use any movable or immovable property which may be deemed necessary or convenient for any of the objects of the Company PROVIDED that in case the Company shall desire to hold more land than that which law shall for the time being permit it to hold without the licence of the Council of Ministers, such licences shall be obtained and to receive as a donation any property whether subject to any special terms of management or trust or not, for any one or more of the objects of the Company.
    8. To construct, maintain, alter, adapt and use any properties, buildings, works, instruments, machines or other immovable or movable property necessary or appropriate for the objects of the Company.
    9. To take such steps by personal or written appeals, public meetings, or otherwise, as may from to time be deemed expedient for the purpose of procuring or securing contributions of any nature to the funds of the Company, and to accept such contributions whether they are in the form of donations, annual or other subscriptions, bequeathments, lottery tickets, transfers of any types of property and every type of financial assistance or otherwise.
    10. To issue and or publish with any method either computerised or by printing any newspapers, periodicals, books or leaflets that the Company may deem desirable for the promotion of its objects.
    11. To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the CompanyΆs property.
    12. To borrow and raise money in such manner as the Company may think fit.
    13. To invest the monies of the Company not immediately required for its purposes for such investments, securities or property as may be thought fit, subject nevertheless to such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
    14. To undertake and execute any trusts or any agency business which may seem directly or indirectly conducive to any of the objects of the Company.
    15. To subscribe to any local or other charities and to grant donations for any public purpose.
    16. To establish and support any other companies which have been formed for all or any of the objects of this Company, and also to aid in the establishment and support of such companies.
    17. To amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of the Company.
    18. To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and obligations of any one or more of the companies, institutions, organizations, societies or associations with which this Company is authorised to amalgamate.
    19. To transfer all or any part of the property, assets, liabilities and obligations of this Company to any one or more of the companies, institutions, organizations, societies or associations with which this Company is authorised to amalgamate.
    20. To provide for the welfare of persons in the employment of the Company or formerly in the employment of the Company or their predecessors and the wives, widows, dependents and families of such persons, by grants of money, pensions or other payments, (including payments of insurance premia) and to form, subscribe to, or otherwise aid, any trust, fund or scheme for the benefit of such persons, and any benevolent, religious, scientific, national or other institution or object of any kind, which shall have any moral or other claims to support or aid by the Company by reason of the nature or locality of its operations or otherwise.
    21. To do all any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as factors, trustees, principals or agents for, any other company, firm or person, or by or through any factors, trustees, sub-contractors or agents.
    22. To pay all costs, charges and expenses incurred or sustained in or concerning the promotion, formation and establishment of the Company or which the Company shall consider to be in the nature of preliminary expenses or expenses incurred prior to incorporation and with a view to incorporation and other expenses such as expenses attendant upon the formation and functioning of agencies, local boards or local administration or other bodies, or expenses relating to any business or work carried out or performed prior to incorporation, which the Company decides to take over or continue.
    23. To do all such other lawful things that are incidental or conducive to the attainment of the above objects or any one or more of them.

    Provided that:-

    • In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
    • The Company shall not support with its funds any objects, or endeavour to impose on or procure to be observed by its members or others, any regulations, restriction or condition which if an object of the Company would make it a trade union.
    • The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Company.

PROVIDED that nothing here in shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company, in return for any services actually rendered to the Company, nor prevent the payment of interest at the legal rate, from time to time, on money lent, or reasonable and proper rent for premises demised or let by any member to the Company, but so that no member of the council of management or governing body of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees, and that no remuneration or other benefit in money or moneyΆs worth shall be given by the Company to any member of such council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Company; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the council of management or governing body may be a member and in which such member shall not hold more that one hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

  • If and when the Company secures a license from the Council of Ministers under section 20(2) of the Companies Law, Cap. 113, then no addition, alteration, or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Council of Ministers.
  • The fourth and fifth paragraphs of this Memorandum contain conditions on which a license may be granted by the Council of Ministers to the Company in pursuance of section 20(2) of the Companies Law, Cap. 113.
  • The liability of the members is limited.
  • Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, 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 £10.- (ten Cyprus Pounds).
  • If upon the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 4 hereof, such institution or institutions to be determined by the members of the Company or before the time of dissolution, and if and so far as effect cannot be given to such provision then the property shall be given or transferred to same charitable object which shall be decided by General Meeting.

WE, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of this Memorandum of Association. NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS

  • Bayer Hellas ABEE ΑΦΜ 094056437 Sorou 18-20 151 25 Marousi Athens
  • Boehringer Ingelheim Cyprus Registration No: 5521Ε Nicosia 11 King Paul I street 1096 Nicosia
  • GlaxoSmithKline Cyprus Ltd Registration No: 150969 Capital Centre, 24 Arch. Makarios Avenue 9th Floor, Nicosia, Cyprus
  • Merck Sharp & Dohme (Middle East) Ltd Registration No: 61084 Capital Centre 24 Arch. Makarios Avenue 9th Floor Nicosia Cyprus
  • Novartis Pharma Services (Switzerland) Registration No: 85618 21 Kasou Nicosia Cyprus
  • Sanofi – Aventis (Cyprus) Ltd Registration No: 163015 Arch. Makarios 22 1065 Nicosia Cyprus
  • Wyeth Hellas Cyprus Branch Registration No: 1158 57. Digeni Akrita Avenue 1070 Nicosia Cyprus

Certificate of change of name.