Gabon Legal Information Institute

← Company Constitutions / Born and Bread in Gabon

Born and Bread in Gabon of 2019

Status information

Currency of version

Version current from 19 September 2021 to date, incorporating amendments

Originally came into force on 25 November 2019


Free Republic of Gabon

Government Corporations Act 2019

Corporation Limited by Guarantee

Articles of Incorporation

of

Born and Bread in Gabon

Corporation À Responsabilité Limitée

Incorporated in the Borough of Salisbury


  1. The name of the government corporation is Born and Bread in Gabon Corporation À Responsabilité Limitée.
  2. The address of the corporation’s registered office in the Borough of Salisbury is 12 Sea View Road, Whitehaven, Salisbury B, Chancellery of Gabon, Duchy of Varkonia.
  3. The liability of each member is limited to 5 Gabonese Francs, being the amount that each member undertakes to contribute to the assets of the corporation in the event of its being wound up while he is a member or within one year after he ceases to be a member, for—
    1. payment of the corporation’s debts and liabilities contracted before he ceases to be a member,
    2. payment of the costs, charges and expenses of winding up, and
    3. adjustment of the rights of the contributories among themselves.
  4. The objects of the corporation are—
    1. to create, own and frequently harvest vast farms, including at least wheat, in the Borough of Bakerswood;
    2. to create, own and operate a bakery factory;
    3. to provide free food, including at least bread, to all citizens of Gabon;
    4. to sell food to the world in at least the Gabon marketplace.
  5. Subject to these articles, the directors are responsible for the management of the corporation’s business, for which purpose they may exercise all the powers of the corporation.
  6.  
    1. Subject to these articles, the directors may delegate any of the powers which are conferred on them under these articles—
      1. to such person or committee;
      2. by such means (including by power of attorney);
      3. to such an extent;
      4. in relation to such matters or territories; and
      5. on such terms and conditions; as they think fit.
    2. If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
    3. The directors may revoke any delegation in whole or part, or alter its terms and conditions.
  7.  
    1. Any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with sub-article (b).
    2. A decision of the directors is taken in accordance with this sub-article when all eligible directors indicate to each other by any means that they share a common view on a matter.
    3. A decision may not be taken in accordance with sub-article (b) if the eligible directors would not have formed a quorum at such a meeting.
    4. In this article, eligible directors means directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
  8.  
    1. Any director may call a directors’ meeting by giving notice of the meeting to the directors.
    2. Notice of any directors’ meeting must indicate—
      1. its proposed date and time; and
      2. where it is to take place.
    3. Notice of a directors’ meeting must be given to each director, but need not be in writing.
  9.  
    1. At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
    2. The quorum for directors’ meetings is half of the total number of director positions, whether filled or vacant.
    3. If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision to appoint further directors.
  10.  
    1. The directors may elect a director to chair their meetings.
    2. The person so elected for the time being is known as the chairperson.
    3. The directors may terminate the chairperson’s election at any time.
    4. If the chairperson is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must elect one of themselves to chair it.
  11. If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
  12. The directors must ensure that the corporation keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
  13. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director by a decision of the directors.
  14. A person ceases to be a director as soon as—
    1. that person ceases to be a director by virtue of any provision of the Government Corporations Act 2019 or is prohibited from being a director by law; or
    2. notification is received by the corporation from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
  15. The corporation may pay in Gabonese Francs any reasonable expenses which the directors properly incur in connection with their attendance at meetings of directors or committees of directors.
  16.  
    1. Any common seal may only be used by the authority of the directors.
    2. The directors may decide by what means and in what form any common seal is to be used.
    3. Unless otherwise decided by the directors, if the corporation has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
    4. In this article, authorised person means—
      1. any director of the corporation; or
      2. any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
  17.  
    1. A relevant director of the corporation or an associated corporation may be indemnified out of the corporation’s assets against—
      1. any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the corporation or an associated corporation; and
      2. any other liability incurred by that director as an officer of the corporation or an associated corporation.
    2. In this article—
      1. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
      2. relevant director means any director or former director of the corporation or an associated corporation.

For the purposes of section 4(1) of the Government Corporations Act 2019, the undersigned subscribe their names to these Articles of Incorporation for the Born and Bread in Gabon CORPORATION À RESPONSABILITÉ LIMITÉE:

BritishWanderer

Gobblin

jamietech

Zyra_Bot

Last edited by Jamie on 19 September 2021: Use new coat of arms (67638f8)
View page history →
Edit this page →