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The Memorandum of Association is a legal document that outlines the key details and structure of a company. It is an important document as it serves as the foundation of the company and defines its purpose and scope. The document begins by stating the name of the company and its registered office, which is the jurisdiction state where the company will be located.
The next section of the document highlights that the liability of the members is limited. This means that the members of the company are only liable for the debts and obligations of the company up to the amount of their share capital. This provides protection to the members and encourages investment in the company.
The document also specifies the share capital of the company, which is the total value of the shares issued by the company. It states that the share capital is divided into capital shares of currency 1 each. It further explains that the company has the power to increase or reduce the share capital and issue shares with different rights and conditions.
The last section of the document includes the names, addresses, and descriptions of the founder members of the company. It also indicates the number of shares taken by each founder member. This section is important as it identifies the initial shareholders of the company and their respective shareholdings.
In summary, the Memorandum of Association is a crucial document that establishes the company's name, registered office, liability of members, share capital, and initial shareholders. It provides a legal framework for the company's operations and serves as a reference for its stakeholders.
1. Determine the name and registered office: Choose a suitable name for the company and decide on the jurisdiction state where the registered office will be located.
2. Understand limited liability: Familiarize yourself with the concept of limited liability, which means that the members' liability is limited to the amount of their share capital.
3. Define the share capital: Determine the total value of the shares to be issued by the company and the currency in which it will be denominated.
4. Consider share capital flexibility: Understand that the company has the power to increase or reduce the share capital and issue shares with different rights and conditions.
5. Identify founder members: List the names, addresses, and descriptions of the founder members of the company.
6. Allocate shares to founder members: Determine the number of shares to be taken by each founder member.
7. Finalize the document: Ensure that all necessary information is included in the Memorandum of Association and that it accurately reflects the company's structure and intentions.