Exhibit 3.1
FORM No. 2
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES
Section 7(1) and (2)
MEMORANDUM OF ASSOCIATION
OF
Seawell Limited
(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, |
Name and Address | Bermudian Status (Yes or No) | Nationality | Number of Shares Subscribed | |||
Peter D.A. Martin Thistle House 4 Burnaby Street Hamilton, Bermuda | Yes | British | 1 | |||
Cynthia Williams Thistle House 4 Burnaby Street Hamilton, Bermuda | Yes | British | 1 |
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 exempted as defined by the Companies Act 1981. |
4. | The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceedingNIL in all, including the following parcels:- |
NIL
5. | The authorised share capital of the Company is US$100.00 divided into common shares of a par value of US$1.00 each. |
6. | The objects for which the Company is formed and incorporated are unrestricted. |
Signed by each subscriber in the presence of at least one witness attesting the signature thereof:-
/s/ Peter D.A. Martin | /s/ Witness | |||
Peter D.A. Martin | ||||
/s/ Cynthia Williams | /s/ Witness | |||
Cynthia Williams | ||||
|
| |||
(Subscribers) | (Witnesses) |
Subscribed this 31st day of August, 2007
FORM No. 7a | Registration No. 40612 |
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of
Seawell Limited
was delivered to the Registrar of Companies on the21st ofSeptember, 2007 in accordance with section 45(3) ofthe Companies Act 1981 (“the Act”).
Given under my hand and Seal of the REGISTRAR OF COMPANIES this25th day ofSeptember, 2007
for Registrar of Companies |
Capital prior to increase: | US$ | 100.00 | ||
Amount of increase: | US$ | 599,999,900.00 | ||
Present Capital: | US$ | 600,000,000.00 | ||
FORM No. 7a | Registration No. 40612 |
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of
Seawell Limited
was delivered to the Registrar of Companies on the29th ofSeptember 2010 in accordance with section 45(3) ofthe Companies Act 1981 (“the Act”).
Given under my hand and Seal of the REGISTRAR OF COMPANIES this4th day ofOctober 2010
For Registrar of Companies |
Capital prior to increase: | US$ | 600,000,000.00 | ||
Amount of increase: | US$ | 600,000,000.00 | ||
Present Capital: | US$ | 1,200,000,000.00 | ||