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Memorandum of Association All limited liability companies must have a memorandum of association which is provided for all clients of our limited liability company formation service. The memorandum of association defines the powers and objects of the limited liability company and 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 which comprises 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 objects clause. Our premium service includes the writing of a company specific objects clause in the memorandum of association as requested. 4. In the case of a limited liability company 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 memorandum of association whose signatures require to be witnessed by a third party. 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. 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 a memorandum of 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 memorandum of association must be sufficiently wide to enable the limited liability 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 memorandum of association following the limited liability company formation. The Private Limited Company By Guarantee contains a combined memorandum and Table C Articles of Association
Essentials of a Memorandum of Association
DIY Accounting "Memorandum of association and registered office requirements of a proposed limited liability company formation in the UK" |
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