EX-3.1 2 y82079exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
FORM NO. 2
(SEAL)
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))
MEMORANDUM OF ASSOCIATION
OF
Arizona Chemical Ltd.
(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,
                 
        BERMUDIAN     NUMBER OF
        STATUS   SHARES
NAME   ADDRESS   (Yes/No) NATIONALITY   SUBSCRIBED
Alison Guilfoyle
  Clarendon House
2 Church Street
Hamilton HM 11
Bermuda 		  No   British   One
 
                
Charles G. R. Collis
  ”   Yes   British   One
 
                
Christopher G. Garrod
  ”   Yes   British   One
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 for 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 (the “Act”).
 
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:- N/A
 
5.   The authorised share capital of the Company is US$10,000.00 divided into common shares of US$0.01 each.
 
6.   The objects for which the Company is formed and incorporated are unrestricted.
 
7.   The following are provisions regarding the powers of the Company —
 
    Subject to paragraph 4, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and: —
(i) pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;
(ii) pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and
(iii) pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

 

 

Signed by each subscriber in the presence of at least one witness attesting the signature thereof
         
/s/ Alison Guilfoyle       /s/ Sophia Stefanatto
         
/s/ Charles G.R. Collis       /s/ Sophia Stefanatto
         
/s/ Christopher G. Garrod       /s/ Sophia Stefanatto
         
 
(Subscribers)       (Witnesses)
SUBSCRIBED this 11th day of February 2010

 

 

FORM NO. 6   Registration No. 43973
(SEAL)
BERMUDA
CERTIFICATE OF INCORPORATION
I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 12th day of February 2010
Arizona Chemical Ltd.
was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of a exempted company.
     
(SEAL)
  Given under my hand and the Seal of
the REGISTRAR OF COMPANIES
this 16th day of February 2010
 
  /s/ Riche Robinson
for Registrar of Companies