Company Name: [Your Company Name] Limited
Name of the Company
The name of the company is [Your Company Name] Limited.
Registered Office
The registered office of the company will be situated in England/Wales.
Objectives of the Company
The company’s objectives are to engage in and carry on the business of [Specify the main business activities the company will be involved in]. Additionally, the company is authorized to undertake any business activities incidental or conducive to the attainment of the main objectives.
Liability of Members
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
Share Capital
The share capital of the company is initially divided into [Number of Shares] shares of [Nominal Value] each.
Initial Subscribers
The names and addresses of the initial subscribers to this Memorandum of Association, who wish to be formed into a company in pursuance of this Memorandum, are:
[Name], [Address], [Occupation]
[Name], [Address], [Occupation]
[Name], [Address], [Occupation]
Association of Subscribers
The subscribers hereto are desirous of being formed into a company pursuant to this Memorandum of Association and respectively agree to take the number of shares in the capital of the company set opposite their respective names.
In Witness Whereof, we have hereunto set our hands this [Date].
Signatures of Subscribers
_________________________ [Name, Signature, Date]
_________________________ [Name, Signature, Date]
_________________________ [Name, Signature, Date]
In the presence of
_________________________ [Witness Name, Signature, Date]
_________________________ [Witness Name, Signature, Date]
Note
This Memorandum of Association is in accordance with the Companies Act 2006 and is intended for use in the formation of a Private Company Limited by Shares in England and Wales. Seek professional advice to ensure compliance with the latest legal requirements.
What is the Memorandum of Association for a Private Company Limited by Shares?
The Memorandum of Association is a legal document that outlines the company’s constitution and defines its objectives, registered office, and the liability of its members. For a Private Company Limited by Shares, it details the key aspects of share capital and initial subscribers.
Why is the registered office address mentioned in the Memorandum of Association important?
The registered office address is a crucial element as it signifies the official location for the company’s communication and legal documents. It must be situated in England or Wales.
What are the main objectives typically outlined in the Memorandum of Association for a Private Company Limited by Shares?
The objectives specify the main business activities the company intends to engage in. These objectives can be broad, allowing for incidental or conducive business activities.
What does “liability of members is limited to the amount unpaid on their shares” mean in the Memorandum of Association?
It means that the members’ financial liability is restricted to the value of the shares they hold. If the shares are fully paid, members are not personally responsible for the company’s debts beyond that amount.
How is the share capital defined in the Memorandum of Association?
The Memorandum specifies the total share capital and the nominal value of each share. It provides the framework for the ownership structure of the company.
Who are the initial subscribers, and why are they mentioned in the Memorandum of Association?
Initial subscribers are individuals who wish to form the company. They commit to taking a specific number of shares in the company. Their names and addresses are listed in the Memorandum.
Can the objectives in the Memorandum of Association be changed after company formation?
Yes, the company can alter its objectives by passing a special resolution. However, such changes must comply with legal requirements and be approved by the shareholders.
Is it mandatory to have witnesses for the signatures in the Memorandum of Association?
Yes, it is common practice to have witnesses for signatures in the Memorandum of Association. Witnesses provide an additional layer of authenticity to the document.
Can the Memorandum of Association be amended after the company is formed?
While amendments are possible, they require special resolutions and compliance with legal procedures. Seeking professional advice is recommended when considering changes to the Memorandum.
How does the Memorandum of Association align with the Companies Act 2006?
The Memorandum is in accordance with the Companies Act 2006, which sets out the legal framework for company formation in the UK. It ensures that the company’s constitution adheres to the statutory requirements.
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