Lecture 13

Memorandum:
A memorandum of Association is a legal document prepared in the formation and registration process of a limited liability company. The MOA is accessible to the public.
Every company must have a memorandum in place; they will all be in the same format and contain the same information. This includes:
• Company name
• Date of incorporation
• Type of company
• Act under which the company is registered
• Names and signatures of all subscribers (original shareholders or guarantors)
• Limited liability of shareholders or guarantors
Any person who adds their name to the memorandum during incorporation will become a member of the company, and will continue to be members until they decide to leave. Details of members will be made public on the Companies House website under the company details.
Section of Memorandum of Association:
Following sections:
• Name Section: A company is a legal entity. So, it must have a name to establish its identity. The name of the company including the registered office must also be mentioned in all letters, negotiable instruments, orders, receipts and other documents written by the company.
• Situation Section: Memorandum of Association must state the name of the district in which the registered office of the company is to be situated. It will fix up the home of the company.
• Object section: It is the most important clause in the memorandum of Association. It defines and limits the scope of operations of the company.
• Liability section: Liability clause mentions the liability of members of the company. In case of a company limited by shares, memorandum of association must have a clause to the effect that the liability of the members is limited.
• Capital Section: Memorandum of association of a limited company having share capital must also state the amount of share capital with which company is to be registered.
• Association section: This clause states that the persons subscribing their signatures at the end of the memorandum are desirous of forming themselves into an association in pursuance of the memorandum.