ARTICLES OF ASSOCIATION OF : Competition & Consumer Organisation Party Limited (COCOO)
ILLUSTRATIVE ARTICLES OF ASSOCIATION OF THE COMPETITION & CONSUMER ORGANISATION PARTY LIMITED (Company Number: 15466919)
ARTICLES OF ASSOCIATION
OF
THE COMPETITION & CONSUMER ORGANISATION PARTY LIMITED (Company Number: 15466919)
(Private Company Limited by Shares)
Part 1: Interpretation and Objects
1. Defined Terms In these Articles, unless the context otherwise requires:
- “the Act” means the Companies Act 2006.
- “Articles” means the Company’s articles of association.
- “the Charity” means COCOO.uk, a charity registered with the Charity Commission for England and Wales (Registered Charity Number 1139020).
- “the Company” means The Competition & Consumer Organisation Party Limited.
- “Director” means a director of the Company.
- “In-House Solicitor” means the individual duly appointed and holding the position of in-house solicitor for the Company.
2. Company’s Object 2.1 The sole object for which the Company is established is to promote and secure restitution, compensation, and effective solutions for individuals, entities, and the public interest where affected by unlawful, anti-competitive, or otherwise harmful conduct from public or private entities worldwide. 2.2 All activities of the Company shall be undertaken in furtherance of this Object and in a manner that supports and advances the charitable objects of the Charity, of which the Company is a trading subsidiary.
Part 2: Governance and Powers
3. Directors 3.1 The Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company, subject to these Articles and the overriding control and direction of the Charity. 3.2 The Charity shall have the ultimate power to appoint and remove Directors of the Company, in accordance with procedures established by the Charity.
4. General Powers of the Company To achieve its Object, the Company has full power and authority to undertake any lawful act or activity, including but not limited to: (a) Conducting research, investigations, and due diligence. (b) Preparing and disseminating legal opinions, reports, and strategic advice. (c) Engaging in advocacy, mediation, and negotiation. (d) Initiating and pursuing legal and administrative proceedings. (e) Collaborating with national and international organisations, public authorities, and other stakeholders.
5. Specific Authorisation and General Power of Attorney for In-House Solicitor 5.1 Oscar Alfredo Moya Lledo, for the entire duration of his engagement and tenure as the duly appointed In-House Solicitor of the Company, is hereby unequivocally and irrevocably appointed as the Company’s attorney and is granted full, general, and unrestricted power and authority to act for and on behalf of the Company, and in its name, place, and stead. 5.2 This general power of attorney includes, without limitation, the authority to: (a) Represent the Company before any court, tribunal, regulatory body, administrative authority, governmental department, or any other public or private entity in any country worldwide. (b) Initiate, commence, prosecute, manage, conduct, defend, intervene in, appeal, and settle any and all claims, disputes, administrative procedures, investigations, arbitrations, mediations, or legal proceedings of any nature whatsoever, in any jurisdiction worldwide, that the In-House Solicitor, in his sole professional judgment, deems necessary or conducive to achieving the Company’s Object. (c) Instruct and appoint external legal counsel, experts, and advisors in any jurisdiction. (d) Sign, execute, swear, affirm, serve, file, and deliver all legal documents, applications, submissions, evidence, and correspondence. (e) Negotiate, agree to, and execute terms of settlement, compromise, or resolution. (f) Request, obtain, and receive information and documentation from any source. (g) Generally, to do all such other acts and things as the In-House Solicitor deems necessary or expedient for the furtherance of the Company’s Object as fully and effectually as the Company itself could do through its Directors. 5.3 The Company undertakes to ratify and confirm all that its In-House Solicitor, Oscar Alfredo Moya Lledo, shall lawfully do or cause to be done by virtue of this Article. This grant of authority is intended to provide the In-House Solicitor with the broadest possible mandate to act swiftly and decisively in pursuit of the Company’s Object worldwide, without the need for repeated specific authorisations for each individual case or matter, unless otherwise expressly required by a resolution of the Directors or the Charity.
Part 3: Shares and Relationship with the Charity
6. Shares and Control 6.1 The Charity is the sole beneficial owner of the Company and exercises ultimate control over its governance and strategic direction. 6.2 No shares in the Company may be issued, allotted, or transferred without the prior express written consent of the Charity.
7. Application of Profits All distributable profits of the Company shall be transferred to the Charity to be applied towards its charitable objects, in such manner and at such times as the Directors of the Company, in consultation with and subject to the direction of the Charity, shall determine.
8. Operational Principles The Company shall conduct its operations with strategic independence in its analyses and public positions, guided by ethical principles and its Object, and always in a manner that upholds the reputation and charitable status of the Charity.
9. Liability of Members The liability of the Members is limited to the amount, if any, unpaid on the shares held by them. No Member shall have any further liability for the debts or obligations of the Company.