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Memorandum of Association

company, limited, amount, shares, name and share

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MEMORANDUM OF ASSOCIATION. The Memorandum of Association is the charter of a company, and is, except in certain specific cases, the company's unalterable law.

The following are the provisions contained in the Companies (Consolidation) Act, 1903 :— Mode of forming Incorporated Company.

" 2. Any seven or more persons (or, where the company to be formed will be a private company within the meaning of this Act, any two or more persons) associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability (that is to say), either " (i) A company having the liability of its members limited by the memoran dum to th - amount, if any, unpaid on the shares respectively held by them (in this Act termed a company limited by shares) ; or " (ii) A company hay ng the liability of its members limited by the memoran dum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act termed a company limited by guarantee) ; or " (iii) A company not having any limit on the liability of its members (in this Act termed an unlimited company).

Memorandum of Company Limited by Shares.

"3. In the case of a company limited by shares " (1) The memorandum must state " (i) The name of the company, with ' Limited ' as the last word in its name ; " (ii) The part of the United King dom, whether England, Scot land, or Ireland, in which the registered office of the company is to be situate ; " (iii) The objects of the company ; " (iv) That the liability of the mem bers is limited ; " (v) The amount of share capital with which the company proposes to b3 registered, and the division thereof into shares of a fixed amount : " (2) No subscriber of the memorandum may take less than one share : " (3) Each subscriber must write opposite to his name the number of shares he takes.

Memorandum of Company Limited by Guarantee.

"4. In the case of a company limited by guarantee " (1) The memorandum must state " (i) The name of the company, with ' Limited ' as the last word in its name ; " (ii) The part of the United King dom, whether England, Scotland, or Ireland, in which the registered office of the company is to be situate ; " (iii) The objects of the company ; " (iv) That the liability of the members is limited ; " (v) That each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for pay ment of the debts and lia bilities of the company con tracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjust ment of the rights of the contributories among them selves, such amount as may be required, not exceeding a specified amount.

" (2) If the company has a share capital " (i) The memorandum must also state the amount of share capital with which the com pany proposes to be regis tered and the division thereof into shares of a fixed amount : " (ii) No subscriber of the memoran dum may take less than one share ; " (iii) Each subscriber must write opposite to his name the number of hares he takes.

Memorandum of Unlimited Company.

"5. In the case of an unlimited company " (I) The memorandum must state : " (i) The name of the company ; " (ii) The part of the "rifted King dom, whether England, Scotland, or Ireland, in which the registered office of the company is to be situate ; " (iii) The objects of the company.

" (2) If the company has a share capital " No subscriber of the memoran dum may take less than one share ; " (ii) Each subscriber must write opposite to his name the number of shares he takes.

Stamp and Signature of Memorandum.

•• 6. The memorandum must bear the same stamp as if it were a deed, and must be signed by each subscriber in the presence of at least one witness who must attest the signature, and that attestation shall be sufficient in Scotland as well as in England and Ireland.

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