What is a memorandum of association?
A memorandum of association is a standard document that establishes the incorporation of the company. The memorandum is one of the most essential paper processes for incorporating a limited company in the UK. It includes various clauses like name clause, status clause, object clause, liability clause, capital clause, association and subscription clause.
Requirement: articles of association
The memorandum of association is the important company formation documents, in addition to the bylaws, the company house registration form 10 and form 12. A memorandum of association is mandatory for all limited liability companies filing the internal affairs of the company, such as the name of the company, the objects of the company, responsibility of the partners, amount of the capital stock proposed by the company, name of the initial partners or shareholders and many more.
What should a memorandum of association contain or declare?
Every UK registered company is required to have a memorandum of association identifying the rules and regulations of the company by which the trade will and will be governed. The memorandum of associations must contain or declare the following information:
1) Company name: The company name must end with a limited word name. The company name must contain limited as the last word
2) Limited liability of members: The memorandum of association should state that the liability of members is limited in the case of a limited liability company.
3) Registered office: The memorandum must specify whether the registered office will be in England and Wales or Scotland. A registered office is a place of communication where official documents, subpoenas and notices can be sent.
4) Business Objects: The MOA must clearly state the business purpose of conducting business as a legal business enterprise.
5) Signature of subscribers: The memorandum of association must contain the signature of the subscriber, which must be witnessed by a third party.
6) Name of shareholders: The MOA must clearly mention the name of the initial members or shareholders and the number of shares subscribed by each shareholder. A minimum of two shareholders must sign the deed of incorporation of the company. The signature of those shareholders must be witnessed by a third party.
A memorandum of association with company incorporation documents including Forms 10, 12 and company bylaws must be provided during the time of incorporation of a new limited company in the UK. You can find Forms 10 and 12 for free from many sources, including business houses.
You can get a suitable memorandum and article of association from UK based company formation and registration agents. Company training agents make the Memorandum and Articles of Association available to you by using the online download or by sending an email within minutes of payment of a fee.
To facilitate the formation of the company, you can send the memorandum electronically or by mail, then the memorandum must be printed and signed by the subscriber (it is better to have two subscribers). The subscriber must indicate his name, address, occupation and number of shares that he plans to acquire in the company when it is incorporated. Once the company is successfully registered, the subscriber automatically becomes a member of the company.