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MEMORANDUM AND ARTICLES OF ASSOCIATION

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MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

RUSSCHOLAR LIMITED

MEMORANDUM OF ASSOCIATION

  1. Company Name
    The name of the company is RUSSCHOLAR LIMITED.
  2. Registered Office
    The registered office of the company shall be Dar es Salaam, Tanzania, located at Uhuru Street, Ilala District.
  3. Business Objectives and Activities
    The primary objectives of the company are:

    a) To assist Tanzanian students in obtaining scholarships to study in Russia.
    b) To provide guidance and consultation to students regarding educational opportunities in Russia.
    c) To collaborate with educational institutions in Russia, government organizations, and funding institutions for the benefit of Tanzanian students.
    d) To organize educational exhibitions, seminars, and workshops for students aspiring to study abroad.
    e) To assist in the application process for visas, accommodation arrangements, and other necessary student support services.
    f) To partner with various stakeholders in promoting educational opportunities and cultural exchange programs.
    g) To engage in any other activities necessary to fulfill the company’s objectives within the education sector.

  4. Shareholder Liability
    The liability of the shareholders is limited to the amount of their shares in the company.
  5. Company Capital
    The company’s capital shall be Tanzanian Shillings [AMOUNT], divided into [NUMBER] shares of Tanzanian Shillings [VALUE] each, subject to increase or modification as required.

ARTICLES OF ASSOCIATION

1. INTERPRETATION

Unless otherwise stated in the context:

  • “Company” refers to RUSSCHOLAR LIMITED.
  • “Act” refers to the Companies Act of Tanzania and its amendments.
  • “Board” refers to the Board of Directors of the company.
  • “Member” refers to a shareholder in the company.

2. BUSINESS OPERATIONS

The company shall conduct its business in accordance with the objectives stated in the Memorandum of Association.

3. CAPITAL AND SHAREHOLDERS

3.1 Shareholders

a) The company may issue shares to individuals, corporations, or legal entities as authorized by the Board of Directors.
b) Transfer of shares shall require approval from the Board of Directors.

3.2 Shareholding Structure
  • Shkuru Chambuso – 10%
  • Ibrahim Karim – 10%
  • The remaining shares shall be allocated as per the company’s records.

4. BOARD OF DIRECTORS

4.1 Board Composition

a) The company shall have a Board of Directors with at least two (2) directors.
b) Directors shall be appointed by the shareholders.

4.2 Authority and Duties of the Board

a) The Board shall oversee the company’s operations and ensure compliance with its objectives.
b) The Board may appoint officers and employees to assist in the company’s operations.

4.3 Board Meetings

a) The Board shall meet at least four times a year or as necessary.
b) Decisions shall be made by a majority vote.

5. SHAREHOLDERS’ MEETINGS

5.1 Annual General Meeting (AGM)

a) The company shall hold an annual general meeting where financial and operational matters shall be discussed.
b) A notice of the general meeting shall be issued at least 21 days in advance.

5.2 Extraordinary General Meetings

a) The Board or shareholders holding at least 10% of shares may convene an extraordinary general meeting.

6. FINANCIAL MANAGEMENT

6.1 Accounting and Auditing

a) The company shall maintain accurate financial records.
b) The company’s accounts shall be audited annually by a registered auditor.

6.2 Profit Distribution

a) The company may distribute profits to shareholders based on its earnings.
b) The Board shall determine the amount and timing of profit distribution.

7. COMPANY WINDING UP

7.1 Dissolution of the Company

a) The company may be dissolved by a resolution of shareholders in accordance with the law.
b) Upon dissolution, the company’s assets shall be distributed according to legal procedures.

8. AMENDMENTS TO THE ARTICLES

a) Any amendments to these articles must be approved by at least 75% of shareholders present at a general meeting.

SIGNATURES AND DECLARATION

We, the undersigned, being members of this company, hereby agree to register this company under the Companies Act of Tanzania.

Signed on [DATE]

Names and Signatures of Members:

  1. Salim Mfungahema – Director & Shareholder (NIDA: 19830116355050000122) – Signature: ___________
  2. Shkuru Chambuso – Shareholder (10%) – Signature: ___________
  3. Ibrahim Karim – Shareholder (10%) – Signature: ___________

COMPANY CONTACT INFORMATION

✅ Company Name: RusScholar Limited
✅ Head Office: Uhuru Street, Ilala, Dar es Salaam, Tanzania
✅ Office Phone Number: +255 683 953 184
✅ Company Email: RusScholar@gmail.com
✅ Director’s Email: salimmfungahema@gmail.com
✅ Director’s Phone Number: +255 683 953 184