EX-3.1
from SB-2
1 page
The Companies Law (1995 Revision) Company Limited by Shares Amended and Restated Memorandum of Association of Rtc Cruises, Ltd. 1. the Name of the Company Is Rtc Cruises, Ltd. 2. the Registered Office of the Company Shall Be at the Offices of Moore Stephens, "Cayside," Shedden Road, P.O. Box 1782, George Town, Cayman Islands, British West Indies. 3. Subject to the Following Provisions of This Memorandum, the Objects for Which the Company Is Established Are Unrestricted. 4. Subject to the Following Provisions of This Memorandum, the Company Shall Have and Be Capable of Exercising All the Functions of a Natural Person of Full Capacity Irrespective of Any Question of Corporate Benefit, as Provided by Section 26(2) of the Companies Law (1995 Revision). 5. Nothing in This Memorandum Shall Permit the Company to Carry on a Business for Which a Licence Is Required Under the Laws of the Cayman Islands Unless Duly Licensed. 6. if the Company Is Exempted, It Shall Not Trade in the Cayman Islands With Any Person, Firm or Corporation Except in Furtherance of the Business of the Company Carried on Outside the Cayman Islands; Provided That Nothing in This Clause Shall Be Construed as to Prevent the Company Effecting and Concluding Contracts in the Cayman Islands, and Exercising in the Cayman Islands All of Its Powers Necessary for the Carrying on of Its Business Outside the Cayman Islands. 7. the Liability of Each Member Is Limited to the Amount From Time to Time Unpaid on Such Member's Shares. 8. the Share Capital of the Company Is US$300.00 Divided Into 8,600,000 Common Shares of a Nominal or Par Value of US$.00003 Each and 1,400,000 Convertible Redeemable Preferred Shares of Nominal or Par Value of US$.00003 Each
12/34/56
