Memorandum of Association
Every company formed in England, Wales or Scotland is required to have a memorandum of association. This arises from section 1 of the Companies Act 1985, which provides that any two or more persons associated for a lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of the Act in respect of registration, form an incorporated company, with or without limited liability.
The memorandum of association of every company must state the name of the company, whether the registered office is to be situated in England and Wales, Wales or Scotland and the objects of the company. The memorandum of association of a company limited by shares or by guarantee must also state that the liability of its members is limited. In the case of a company having a share capital, the memorandum of association must also (unless it is an unlimited company) state the amount of the share capital with which the company proposes to be registered and the division of the share capital into shares of a fixed amount, no subscriber of the memorandum of association may take less than one share and there must be shown in the memorandum of association, against the name of each subscriber, the number of shares he, she or it takes.
Subject to the qualification in the next sentence, the memorandum of association must be signed by each subscriber in the presence of at least one witness, who must attest the signature. Where the memorandum of association is delivered to the registrar of companies otherwise than in legible form (e.g. electronically) and is authenticated by each subscriber in such manner as is directed by the registrar, the requirements just mentioned, for signature of the memorandum of association in the presence of at least one witness and for attestation of the signature, do not apply.
UKcorporator provides a memorandum of association for all types of company, including a memorandum of association for private companies limited by shares, private companies limited by guarantee, private unlimited companies with a share capital and private unlimited companies with no share capital. For more information about memorandum of association click here:
memorandum of association