Exhibit 1.1
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
Cool Company Ltd.
(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 | Nationality | Number of Shares |
| (Yes or No) | Subscribed | ||
| Quorum Services Limited | Yes | Bermudian | 1 |
| “Thistle House” | |||
| 4 Burnaby Street | |||
| Hamilton HM 11 | |||
| Bermuda |
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 an exempted company 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 exceeding NIL in all, including the following parcels: |
N/A
| 5. | The authorised share capital of the Company is US$10,000 common shares divided into shares of US$1.00 each. |
| 6. | The objects for which the Company is formed and incorporated are unrestricted. |
| 7. | The company shall have, pursuant to Section 11 (1) (b) of the Companies Act 1981, the capacity, rights, powers and privileges of a natural person. |
| 8. | The Company shall have, pursuant to Section 42 of the Companies Act 1981, the power to issue preference shares which are liable to be redeemed at the option of the holder. |
| 9. | The Company shall have, pursuant to Section 42A of the Companies Act 1981, the power to purchase its own shares for cancellation |
| 10. | The Company shall have, pursuant to Section 42B of the Companies Act 1981, the power to acquire its own shares to be held as treasury shares. |
Signed by each subscriber in the presence of at least one witness attesting the signature thereof:
| For and on behalf of Quorum Services Limited | ||
| Acting in its capacity as Provisional Director | ||
 |  | |
| (Subscribers) | (Witnesses) |
Subscribed this 29th day of October, 2018.
STAMP DUTY (to be affixed)
| FORM NO. 7a | Registration No. 54129 |
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
of
Cool Company Ltd.
was delivered to the Registrar of Companies on the 13th day of November 2018 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).
 | Given under my hand and Seal of the REGISTRAR OF COMPANIES this 21st day of November 2018
Maria Boodram for Registrar of Companies
|
| Capital prior to increase: | US$ | 10,000.00 |
| Amount of increase: | US$ | 1,599,990,000.00 |
| Present Capital: | US$ | 1,600,000,000.00 |
| FORM NO. 8a | Registration No. 54129 |
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF REDUCTION OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Reduction of Share Capital
of
Cool Company Ltd.
was delivered to the Registrar of Companies on the 29th day of January 2020 in accordance with section 46 of the Companies Act 1981 (“the Act”).
| Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of February 2020
George Outerbridge for Registrar of Companies
|
| Capital prior to reduction: | US$ | 1,600,000,000.00 |
| Amount of reduction: | US$ | 1,598,990,000.00 |
| Present Capital: | US$ | 1,010,000.00 |
| FORM NO. 17a | Registration No. 54129 |
BERMUDA
NOTIFICATION OF
DIMINUTION OF AUTHORISED BUT UNISSUED
SHARE CAPITAL
THIS IS TO CERTIFY that a Diminution of Authorised but Unissued Share Capital
of
Cool Company Ltd.
was delivered to the Registrar of Companies on the 29th day of January 2020 in accordance with section 45(1)(a)(iii) of the Companies Act 1981 (“the Act”).
| Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of February 2020
George Outerbridge for Registrar of Companies
|
| Authorised Share Capital before Cancellation: | US$ | 1,600,000,000.00 |
| Share Capital after Cancellation: | US$ | 1,010,000.00 |
