EXHIBIT 3.23
THE COMPANIES ACTS 1948 TO 1981
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
HERBALIFE (U.K.) LIMITED*
1. The Name of the Company is "LEGIBUS 315 LIMITED".*
2. The Registered Office of the Company will be situate in England.
3. The Objects for which the Company is established are:
**(A) (i) To mix process manufacture acquire import market publicise
promote supply sell distribute dispose of and/or otherwise deal in
herbs vitamins minerals proteins oils fats carbohydrates (and any
combinations thereof) and other foods and nutritious substances and
dietary and food supplements and soaps creams oils gels lotions
toiletries and other health and beauty products and medicines.
(ii) To carry on business as manufacturers, builders and suppliers of and
dealers in goods of all kinds, and as mechanical, general,
electrical, marine, radio, electronic, aeronautical, chemical,
petroleum, gas civil and constructional engineers and manufacturers,
importers and exporters of, dealers in machinery, plant and
equipment of all descriptions and component parts thereof, forgings,
castings, tools, implements, apparatus and all other articles and
things.
(iii) To act as an investment holding company and to co-ordinate the
business of any companies in which the Company is for the time being
interested, and to acquire (whether by original subscription,
tender, purchase exchange or otherwise) the whole of or any part of
the stock, shares, debentures, debenture stocks, bonds and other
securities issued or guaranteed by any body corporate
* The name of the Company was changed to Herbalife (U.K.) Limited on 15th
July 1983 pursuant to a Special Resolution of the Company dated 23rd June
1983.
** As altered by a Special Resolution of the Company dated 8th November 1983.
constituted or carrying on business in any part of the world or by
any government, sovereign ruler, commissioners, public body or
authority and to hold the same as investments, and to sell,
exchange, carry and dispose of the same.
(iv) To carry on the businesses in any part of the world as importers,
exporters, buyers, sellers and distributors of and dealers in and to
win, process and work produce of all kinds.
(B) To carry on the following businesses namely, contractors, garage
proprietors, filling station proprietors, owners and charterers of
road vehicles, aircraft and ships and boats of every description,
lightermen and carriers of goods and passengers by road, rail, water
or air, forwarding, transport and commission agents, customs agents,
stevedores, wharfingers, cargo superintendents, packers, warehouse
storekeepers, cold store keepers, hotel proprietors, caterers,
publicans, consultants, advisers, financiers, bankers, advertising
agents, insurance brokers, travel agents, ticket agents and agency
business of all kinds and generally to provide entertainment for and
render services of all kinds to others and to carry on any other
trade or business whatsoever which can in the opinion of the
Directors be advantageously carried on by the Company in connection
with or as auxiliary to the general business of the Company.
(C) To buy, sell, manufacture, repair, alter, improve, manipulate,
prepare for market, let on hire, and generally deal in all kinds of
plant, machinery, apparatus, tools, utensils, materials, produce,
substances, articles and things for the purpose of any of the
businesses specified herein, or likely to be required by customers
or other persons having, or about to have, dealings with the
Company.
(D) To build, construct, maintain, alter, enlarge, pull down and remove
or replace any buildings, shops, factories, offices, works,
machinery, engines and to clear sites for the same or to join with
any person, firm or company in doing any of the things aforesaid and
to work, manage and control the same or join with others in so
doing.
(E) To enter into contracts, agreements and arrangements with any other
company for the carrying out by such other company on behalf of the
Company of any of the objects for which the Company is formed.
(F) To acquire, undertake and carry on the whole or any part of the
business, property and liabilities of any person or company carrying
on any business which the Company is authorised to carry on or
possess, or which may seem to the Company capable of being
conveniently carried on or calculated directly or indirectly to
enhance the value of or render profitable any of the Company's
property or rights, or any property suitable for the purposes of the
Company.
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(G) To enter into any arrangements with any Government or authorities,
supreme, municipal, local or otherwise, that may seem conducive to
the Company's objects or any of them, and to obtain from any such
Government or authority, any rights, privileges, and concessions
which the Company may think it desirable to obtain, and to carry
out, exercise and comply with any such arrangements, rights,
privileges and concessions.
(H) To apply for, or join in applying for, purchase or by other means
acquire and protect, prolong and renew, whether in the United
Kingdom or elsewhere any patents, patent rights, brevets
d'invention, licences, registered designs, protections and
concessions, which may appear likely to be advantageous or useful to
the company, and to use and turn to account and to manufacture under
or grant licences or privileges in respect of the same, and to
expend money in experimenting and testing and making researches, and
in improving or seeking to improve any patents, inventions or rights
which the Company may acquire or propose to acquire.
(I) To enter into partnership or into any arrangement for sharing
profits, union of interests, co-operation, joint adventure,
reciprocal concession, or otherwise with any company, or with any
employees of the Company, including in such case if thought fit the
conferring of a participation in the management or its directorate
or with any company carrying on or engaged in any business or
transaction capable of being conducted so as directly or indirectly
to benefit the Company, and to give to any company special rights or
privileges in connection with or control over this Company, and in
particular the right to nominate one or more Directors of this
Company. And to lend money to, guarantee the contracts of, or
otherwise assist any such company, and to take or otherwise acquire
shares or securities of any such company, and to sell, hold,
re-issue, with or without guarantee, or otherwise deal with the
same.
(J) To subsidise, and assist any persons or companies and to act as
agents for the collection, receipt or payment of money and generally
to act as agents for and render services to customers and others.
(K) Either with or without the Company receiving any consideration or
advantage, direct or indirect, from giving any such guarantee, to
guarantee or otherwise provide security by personal covenant or by
mortgaging or charging all or any part of the undertaking, property
and assets present and future and uncalled capital or by both such
methods or by any other means whatsoever the performance of the
obligations and the payment of any moneys (including but not limited
to capital or principal, premiums, dividends or interest,
commissions, charges, discount and any costs or expenses relating
thereto whether on any stocks, shares or securities or in any other
manner whatsoever) by any company, firm or person including but not
limited to any company which is for the time being the Company's
holding company as defined by Section 154 of the Companies Act, 1948
or a subsidiary of the Company or of the Company's holding company
as so defined or any
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company, firm or person who is for the time being a member or
otherwise has any interest in the Company or is associated with the
Company in any business or venture or any other person firm or
company whatsoever. A guarantee shall also include any other
obligation (whatever called) to pay, purchase, provide funds
(whether by advance of money the purchase of or the subscription of
shares or other securities, the purchase of assets or services, or
otherwise) for the payment of or to indemnify against the
consequences of default in the payment of or otherwise be
responsible for any indebtedness of any other company firm or
person.
(L) To promote any company for the purpose of acquiring all or any of
the property and liabilities of this Company, or for any other
purpose which may seem directly or indirectly calculated to benefit
this Company.
(M) To pay out of the funds of the Company all expenses which the
Company may lawfully pay of or incident to the formation,
registration and advertising of or raising money for the Company,
and the issue of its capital, or for contributing to or assisting
any company either issuing or purchasing with a view to issue all or
any part of the Company's capital in connection with the advertising
or offering the same for sale or subscription, including brokerage
and commissions for obtaining applications for or taking, placing or
underwriting or procuring the underwriting of shares, debentures or
debenture stock.
(N) To remunerate any person, firm or company rendering service to the
Company whether by cash payment or by the allotment to him or them
of shares or securities of the Company credited as fully paid up in
full or in part or otherwise.
(O) Generally to purchase, take on lease or exchange, hire, or otherwise
acquire any real or personal property and any rights or privileges
which the Company may think necessary or convenient for the purposes
of its business.
(P) To receive money on deposit upon such terms as the Company may
approve.
(Q) To invest and deal with the moneys of the Company in such manner as
may from time to time be determined.
(R) To lend money with or without security, but not to carry on the
business of a registered money lender.
(S) To borrow or raise or secure the payment of money in such manner as
the Company shall think fit, and in particular by the issue of
debentures or debenture stock, perpetual or otherwise charged upon
all or any of the Company's property (both present and future),
including its uncalled capital, and to purchase, redeem or pay off
any such securities.
(T) To remunerate any company for services rendered or to be rendered,
in placing, or assisting to place, or guaranteeing the placing or
procuring the
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underwriting of any of the shares or debentures, or other securities
of the Company or of any company in which this Company may be
interested or propose to be interested, or in or about the conduct
of the business of the Company, whether by cash payment or by the
allotment of shares, or securities of the Company credited as paid
up in full or in part, or otherwise.
(U) To subscribe for either absolutely or conditionally or otherwise
acquire and hold shares, stocks, debentures, debenture stock or
other obligations of any other company having objects altogether or
in part similar to those of this Company.
(V) To draw, make, accept, endorse, discount, execute and issue
promissory notes, bills of lading, warrants, debentures and other
negotiable and transferable instruments.
(W) To sell, lease, exchange, let on hire, or dispose of any real or
personal property or the undertaking of the Company, or any part or
parts thereof, for such consideration as the Company may think fit,
and, in particular, for shares whether fully or partly paid up,
debentures or securities of any other company, whether or not having
objects altogether, or in part, similar to those of the Company, and
to hold and retain any shares, debentures or securities so acquired
and to improve, manage, develop, sell, exchange, lease, mortgage,
dispose of or turn to account or otherwise deal with all or any part
of the property or rights of the Company.
(X) To adopt such means of making known the businesses and products of
the Company as may seem expedient, and in particular by advertising
in the Press, by circulars, by purchase and exhibition of works of
art or interest, by publication of books and periodicals, and by
granting prizes, rewards and donations.
(Y) To support, subscribe or contribute to any charitable or public
object and any institution, society or club which may be for the
benefit of the Company or its Directors, officers or employees, or
the Directors, officers and employees of its predecessors in
business, or of any subsidiary, allied or associated company, or
which may be connected with any town or place where the Company
carries on business and to subsidise or assist any association of
employers or employees or any trade association. To give pensions,
gratuities, annuities or charitable aid to any person (including any
Directors or former Directors) who may have served the Company or
its predecessors in business or any subsidiary, allied or associated
company or to the wives, children or other dependents or relatives
of such persons, to make advance provision for the payment of such
pensions, gratuities or annuities as aforesaid by establishing or
acceding to such trusts schemes or arrangements (whether or not
capable of approval by the Commissioners of Inland Revenue under any
relevant legislation for the time being in force) as may seem
expedient, to appoint trustees or to act as trustee of any such
schemes or arrangements.
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(Z) To establish and contribute to any scheme for the purchase or
subscription by trustees of shares in the Company to be held for the
benefit of the Company's employees, and to lend money to the
Company's employees, to enable them to purchase or subscribe for
shares in the Company and to formulate and carry into effect any
scheme for sharing the profits of the Company with employees or any
of them.
(AA) To obtain any Provisional Order or Act of Parliament for enabling
the Company to carry any of its objects into effect or for effecting
any modifications of the Company's constitution or for any other
purposes which may seem expedient, and to oppose any proceedings or
applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
(BB) To establish, grant and take up agencies in any part of the world,
and to do all such other things as the Company may deem conducive to
the carrying on of the Company's business, either as principals, or
agents, and to remunerate any persons in connection with the
establishment or granting of such agencies upon such terms and
conditions as the Company may think fit.
(CC) To do all or any of the above things in any part of the world and as
principals, agents, contractors, trustees or otherwise, and by or
through trustees, agents or otherwise, and either alone or in
conjunction with others and to procure the Company to be registered
or recognised in any foreign country or place.
(DD) To distribute any of the property of the Company in specie among the
shareholders.
(EE) To amalgamate with any other company having objects altogether or in
part similar to those of this Company.
(FF) To do all such other things as are incidental or conducive to the
attainment of the above objects, or any of them.
And it is hereby declared that the word "company" in this Clause shall be
deemed to include any person or partnership or other body of persons whether
domiciled in the United Kingdom or elsewhere and words denoting the singular
number only shall include the plural number and vice versa, and so that the
objects specified in each paragraph of this Clause shall, except where otherwise
expressed in such paragraph, be regarded as independent objects, and in nowise
limited or restricted by reference to or inference from the terms of any other
paragraph or the name of the Company.
4. The liability of the Members is limited.
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5. The Share Capital of the Company is L100 divided into 100 shares of L1
each.*
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* On 7th June 1984 the authorised share capital was increased to L200,000
divided into 200,000 shares of L1 each.
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WE, the several persons whose names and addresses are subscribed are desirous of
being formed into a Company, in pursuance of this Memorandum of Association, and
we respectively agree to take the number of shares in the Capital of the Company
set opposite our respective names.
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NAMES, ADDRESSES AND DESCRIPTIONS Number of
OF SUBSCRIBERS Shares taken
by each
Subscriber
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CHRISTINE ANNE LEE One
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
LEGAL EXECUTIVE (ASSOC)
LEGIBUS NOMINEES LIMITED
For and on behalf of
LEGIBUS NOMINEES LIMITED One
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
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DATED the 25th February, 1983
WITNESS to all the above Signatures:
ROBERT WILLIAM CONRAD
Blackfriars House,
19, New Bridge Street,
London, EC4V 6BY
LEGAL EXECUTIVE
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