EXHIBIT 3.3
[SEAL]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 1949542
The Registrar of Companies for England and Wales hereby certifies that
MASCOTECH ENGINEERING-EUROPE LIMITED
having by special resolution changed its name, is now incorporated under the
name of
MSX INTERNATIONAL LIMITED
Given at Companies House, Cardiff, the 20th November 1996
/s/ R.C. Edwards
R.C. EDWARDS
For the Registrar of Companies
[SEAL]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
No. 1949542
I hereby certify that
CANEWDON CONSULTANTS GROUP LIMITED
having by special resolution changed its name,
is now incorporated under the name of
MASCOTECH ENGINEERING-EUROPE LIMITED
Given under my hand at the Companies Registration Office, Cardiff the 25 JUNE
1993
/s/ P. Bevan
P. BEVAN
an authorised officer
[SEAL]
THE COMPANIES ACT 1985
Company No. 1949542
The Registrar of Companies for England and Wales hereby certifies that
MSX INTERNATIONAL LIMITED, (originally called REDMAST LIMITED, changed its name
on 19th November 1985 to CANEWDON CONSULTANTS GROUP LIMITED, which was changed
on 25th June 1993 to MASCOTECH ENGINEERING-EUROPE LIMITED, which was changed on
20th November 1996 to MSX INTERNATIONAL LIMITED, each change having been made by
special resolution) was incorporated under the Companies Act 1985 as a limited
company on 24th September 1985.
According to the documents on the file of the company in the custody of the
Registrar of Companies, the company has been in continuous and unbroken
existence since the date of its incorporation.
No action is currently being taken by the Registrar of Companies for striking
the company off the register and dissolving it as defunct, and as far as the
Registrar is aware:-
a) the company is not in liquidation or subject to an administration
order, and
b) no receiver or manager of the company's property has been
appointed.*************************************************************
Given at Companies House, Cardiff, the 14th July 1998
/s/ M. Jeya
MRS. M. JEYA
for the Registrar of Companies
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
AMENDED
MEMORANDUM OF ASSOCIATION OF
MSX INTERNATIONAL LIMITED
1. The Company's name is "MSX International Limited".
2. The Company's registered once is to be situated in England and Wales.
3. The Company's objects are:-
(a) To carry on the business of providing design, general engineering
and clay modelling services to the automotive and engineering industries.
(b) To carry on any other trade or business whatever which can in the
opinion of the Board of Directors be advantageously carried-on in connection
with or ancillary to any of the businesses of the Company.
(c) To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in respect
of any property.
(d) To apply for, register, 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, secret processes, trade
marks, designs, protections and concessions and to disclaim, alter, modify, 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 upon, testing and
improving any patents, inventions or rights which the Company may acquire or
propose to acquire.
(e) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.
(f) To improve, manage, construct, repair, develop, exchange, let on
lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.
(g) To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.
(h) To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).
(i) To borrow and raise money in any manner and to secure the repayment
of any money borrowed, raised or owing by mortgage, charge, standard security,
lien or other security upon the whole or any part of the Company's property or
assets (whether present or future), including its uncalled capital, and also by
a similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.
(j) To draw, make, accept, endorse, discount, negotiate, execute and
issue cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(k) To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the Company
to carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
(l) To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
(m) To subscribe for, take, purchase, or otherwise acquire, hold, sell,
deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
(n) To control, manage, finance, subsidise, co-ordinate or otherwise
assist any company or companies in which the Company has a direct or indirect
financial interest, to provide secretarial, administrative, technical,
commercial and other services and facilities of all kinds for any such company
or companies and to make payments by way of subvention or otherwise and any
other arrangements which may seem desirable with respect to any business or
operations of or generally with respect to any such company or companies.
(o) To promote any other company for the purpose of acquiring the whole
or any part of the business or property or undertaking or any of liabilities of
the Company, or of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.
(p) To sell or otherwise dispose of the whole or any part of business
or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares
debentures, or securities of any company purchasing the same.
(q) To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.
(r) To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment to him or them of shares or
other securities of the Company credited as paid up in full or in part or
otherwise as may be thought expedient.
(s) To pay all or any expenses incurred in connection with the
promotion, formation and incorporation of the Company, or to contract with any
person, firm or company to pay the same, and to pay commissions to brokers and
others for underwriting, placing, selling, or guaranteeing the subscription of
any shares or other securities of the Company.
(t) To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may be for the
benefit of the Company or its Directors or employees, or may be connected with
any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities and
services for any persons who are or have been Directors of, or who are or have
been employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or a
fellow subsidiary of the Company or the predecessors in business of the Company
or of any such subsidiary, holding or fellow subsidiary company and to the
wives, widows, children and other relatives and dependants of such persons; to
make payments towards insurance; and to set up, establish, support and maintain
superannuation and other funds or schemes (whether contributory or
non-contributory) for the benefit of any of such persons and of their wives,
widows, children and other relatives and dependants; and to set up, establish,
support and maintain profit sharing or share purchase schemes for the benefit of
any of the employees of the Company or of any such subsidiary, holding or fellow
subsidiary company and to lend money to any such employees or to trustees on
their behalf to enable any such purchase schemes to be established or
maintained.
(u) Subject to and in accordance with a due compliance with the
provisions of Sections 155 to 158 (inclusive) of the Act (if and so far as such
provisions shall be applicable), to give, whether directly or indirectly, any
kind of financial assistance (as defined in Section 152(l)(a) of the Act) for
any such purpose as is specified in Section 151(1) and/or 151(2) of the Act.
(v) To distribute among the Members of the Company in kind any property
of the Company of whatever nature.
(w) To procure the Company to be registered or recognised in any part
of the world.
(x) To do all or any of the things or matters aforesaid in any part of
the world and either as principals, agents, contractors or otherwise, and by or
through agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.
(y) To do all such other things as may be deemed incidental or
conducive to the attainment of the Company's objects or any of them.
AND so that:-
(1) None of the objects set forth in any sub-clause of this
Clause shall be restrictively construed but the widest interpretation shall be
given to each such object, and none of such objects shall, except where the
context expressly so requires, be in any way limited or restricted by reference
to or inference from any other object or objects set forth in such sub-clause,
or by reference to or inference from the terms of any other sub-clause of this
Clause, or by reference to or inference from the name of the Company.
(2) None Of the sub-clauses of this Clause and none of the
objects therein specified shall be deemed subsidiary or ancillary to any of the
objects specified in any other such sub-clause, and the Company shall have as
full a power to exercise each and every one of the objects specified in each
sub-clause of this Clause as though each such sub-clause contained the objects
of a separate company.
(3) The word "company" in this Clause, except where used in
reference to the Company, shall be deemed to include any partnership or other
body of persons, whether incorporated or unincorporated and whether domiciled in
the United Kingdom or elsewhere.
(4) In this Clause the expression "the Act" means the
Companies Act 1985, but so that any reference in this Clause to any provision of
the Act shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.
4. The liability of the Members is limited.
5. The Company's share capital is 1,000,000 pound sterling divided into
1,000,000 shares of 1 pound sterling each.
* By Special Resolution passed on the 29th day of November 1985 the share
capital of the Company was increased from 100 pound sterling to 1,000,000 pound
sterling divided into 1,000,000 shares of 1 pound sterling each.
By special resolutions passed on 24 July 1986 and 15 April 1988 17,500 of the
ordinary shares were converted into convertible cumulative redeemable preference
shares of 1 pound sterling each.