Memorandum of Association of a Company limited by shares. This is a required document under provisions of the Company Laws for forming a limited company.
The document requires the provision of basic information about the Company including the Company’s name, address, share capital and book value per share in the appropriate currency. It shall be noted that under the notion of a limited company, the liability of each member / shareholder is limited, which is also stated as a clause in the document.
The document also states that the power to increase or reduce the said capital and to issue any part of its capital by the Company is allowed, subject to the provisions of the Company Laws. The capital could be referring to the original or increased amount. The issuance of capital can be with or without preference, priority or special privileges, can also be subject to any postponement of rights or to any conditions or restrictions, together with the power to modify or abrogate the rights attaching to any or all shares of the Company.
A declaratory paragraph is included in the document stating the willingness of the members / shareholders in forming the Company, hence, agreeing to all terms listed in the Memorandum of Association. The paragraph is as follows:
“I/WE, the undersigned whose name(s), address(es) and description(s) is/are given below, wish to form a company, in pursuance of this memorandum of association, and I/we respectively agree to take the number of share(s) in the capital of the company set opposite my/our respective name(s).”
A table is provided at the end of the document for the members / shareholders to detail their names, addresses, description of their position in the Company, and the proportion of shares that each founding member / shareholder has taken. Moreover, a summary of the total number of shares (ordinary) taken shall be filled in the last row of the table. A table format is applied here for a clearer and more understandable presentation.
How to use this Document?
The Document shall be carefully read by the Shareholders of the Company.
The details of starting the company shall be correctly filled, including the information about the shareholders, the amount of capital with the right currency, the shares each shareholder is accounted for, etc.
How to Tailor the Document for Your Need?
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