Every new limited liability company that is registered must
submit a Memorandum of Association with the Companies House
company registration forms. It is an essential feature when
forming a company. Failing to submit a Memorandum of
Association in the correct format would result in the
company registration being declined.
The Memorandum of Association must state:
1. The name of the company with limited as the last word
unless specific dispensation has been obtained to dispense
with the word limited on the grounds of the company being
formed for any of the objects specified or the liability of
the members is unlimited. Before forming a company a name
check should be carried out to ensure the proposed new
limited liability company name is suitable and not too
similar to an existing name.
2. The memorandum must state whether the registered office
of the company is situated in England and Wales or in
Scotland. The registered office of the company is where
official documents such as Company House communications,
notices, writs and summonses may be sent.
3. The objects of the company must be stated. The objects
comprise of a main objects clause and a number of other
clauses governing the activities of the company. Section 3A
of the Companies Act 1985 permits the use of a shortened
form of the objects clause which many newly registered
companies adopt. Composing an extended main objects clause
takes research and great care to ensure it is all embracing
within the industry and related activities of the company
to avoid the possibility that the company may do business
outside its stated objectives. The objects clause should
also include all the activities a company may engage in to
enable the main objects of the company to be carried out.
4. The Memorandum of Association must include a statement
that the liability of the members is limited.
5. A limited liability company that is limited by shares
must also state the amount of share capital the company
proposes and the division of those shares into fixed
amounts. For example, the share capital of the company is
1,000 pounds divided into 1,000 shares of 1 pound each.
6. The Memorandum of Association must also contain a clause
regarding the subscription of the initial members of the
company. This clause must state the name of each member,
their address and description. A minimum of two members are
required to register a new private company, the number of
shares each subscriber is subscribing to and each
subscriber should also sign the memorandum under their
allocated shares.
7. The signatures of the subscribers to the Memorandum of
Association must also be witnessed by a third party. No
special qualifications are required by the third party
witness except that the third party must be able to sign on
the basis that the document has been signed by the
subscribers who are who they say they are.
Whenever a new company is formed in the UK a Memorandum of
Association must be supplied with the company formation
documents that include Companies House forms 10 and 12 and
the Articles of Association. Companies House forms 10 and
12 can be obtained from many sources include Companies
House free of charge. In addition most newly formed
companies who submit the details for company registration
also adopt a standard set of Articles of Association,
called Table A. Technically Companies house do not require
a copy of Table A to be submitted to them with the company
registration if Table A is to be adopted. If the Articles
of Association are not submitted then the company
registration documents must include a letter advising
Companies House that the new limited liability company
wishes to adopt the standard Table A, Articles of
Association as required under the appropriate Company Law
un-amended.
Following the limited company formation a company may
change the main objects clause of the Memorandum of
Association by passing a special resolution that has to be
approved by the members at an extraordinary general
meeting. Details of the special resolution and a copy of
the new Memorandum of Association are required to be
registered with Companies House
----------------------------------------------------
Terry Cartwright, a Chartered Company Secretary, provides
company formation documents
http://www.diyaccounting.co.uk/company.htm
including the Memorandum of Association
http://www.diyaccounting.co.uk/company/memorandum.htm
to individuals wishing to form a new company in the UK.
No comments:
Post a Comment