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Memorandum of association and registered office requirements of a proposed limited liability company formation in the UKOrder FormRegistration formsMemorandumArticlesName checkCertificatesStatutory registersAdvantages

Company Registered Office & Articles Memorandum Of Association UK

 

The memorandum of association is a statement made by each subscriber confirming their intention to form a company and become a member of that company. Each member of a company with share capital on formation agrees to take at least one share. The form of memorandum association is included in schedules 1 and 2 of The Companies (Registration) Regulations 2008 (SI 3014).

The company memorandum of association defines the powers and objects of the limited liability company which the subscribers to the memorandum association wish the company to trade under. For example a sample memorandum of association must state:

1. The name of the company with Limited as the last word

2. Whether the proposed limited liability company registered office is situated in England and Wales or Scotland

3. The objects of the company of which the main objects clause of the articles memorandum association is vital as it determines the scope within which the company can conduct business and supported by 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 objects clause.

4. In the case of a limited liability company the company memorandum of association must contain a statement that the liability of the members is limited.

5. For a company limited by shares the amount of share capital the company proposes and the division into shares of fixed amount.

6. The memorandum of association must also show the name of each initial member/shareholder and the number of shares each subscribes to. A minimum of two persons should subscribe to the company memorandum of association whose signatures require to be witnessed by a third party.

Company Memorandum of Association Notes:

Every limited liability company must have a registered office. A company incorporated in England and Wales cannot have a registered office in Scotland. A limited liability company incorporated in Scotland cannot have a registered office in England and Wales. The memorandum association document does not state the company registered office address which is notified on companies house form INO1 application to register a new company.

Notice of any changes in the situation of the registered office must be given to Companies House on form 287 change of situation or address of registered office

DIY Accounting provides the articles memorandum association with a general main objects clause in both the company formation document pack and the company formation completion service. The memorandum of association in the company formation service with objects clause contains a specially written main objects clause specific to the commercial and business activities of the proposed limited liability company. The objects clause contained in the company memorandum of association must be sufficiently wide to enable the company to carry out not only the main objects of its existence but also to do all other business that may arise in carrying out those main objects.

A limited liability company may by special resolution alter its main objects as expressed in the company articles memorandum association following the limited liability company formation.

The company formation pack includes user guide notes to explain in simple language exactly what to do to form the new ltd company.

Frequently newcomers to forming a company use terms such as articles of memorandum, memorandum articles association, memorandum articles of association. The correct terms are Articles of Association and Memorandum of Association.

Private Limited Company By Guarantee

The Private Limited Company By Guarantee contains a combined memorandum articles association document including a model set of the Table C Articles of Association. The articles and memorandum being signed off by the subscribers and those signatures witnessed. The combined memorandum articles of association setting out both the objects of the memorandum association and the rules governing the new company.

Essentials of a Memorandum of Association

 

DIY Accounting  "Details of the company articles memorandum association of subscribers UK in the limited company formation pack with registered office information"

 

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Last modified: 03/17/09