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Shellwood: Reverted edits by 207.204.124.145 (talk) (HG) (3.4.4)

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Reverted edits by 207.204.124.145 (talk) (HG) (3.4.4)

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{{Globalize/UK|date=December 2010}}
{{Refimprove|date=December 2010}}
The '''memorandum of association''' of a [[company (law)|company]] is an important corporate document in certain jurisdictions. It is often simply referred to as the '''memorandum'''. In the UK, it has to be filed with the [[Registrar of Companies]] during the process of incorporating a company. It is the document that regulates the company’s external affairs,<ref>http://thelawstudies.blogspot.com/2017/01/memorandum-of-association-of-company.html</ref> and complements the [[articles of association]] which cover the company's internal constitution. It contains the fundamental conditions under which the company is allowed to operate. Until recently it had to include the "objects clause" which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company's initial capital. It is one of the documents required to incorporate a [[company (law)|company]] in [[India]], the [[United Kingdom]],<ref>{{Citation | url = http://definitions.uslegal.com/m/memorandum-of-association/ | title = Memorandum of Association Law & Legal definition | format = w | accessdate = 2012-12-18 }}</ref> [[Ireland]], [[Canada]], [[Nigeria]], Nepal, [[Bangladesh]], Pakistan, Afghanistan, Sri Lanka, and [[Tanzania]] and is also used in many of the [[common law]] [[jurisdiction]]s of the [[Commonwealth of Nations|Commonwealth]].<ref>http://www.mca.gov.in/SearchableActs/Schedule1.htm</ref>

==Requirements: United Kingdom==
It is still a requirement to file a memorandum of association to incorporate a new company,<ref>{{Citation | url = http://www.merriam-webster.com/dictionary/memorandum%20of%20association | title = Memorandum of association | format = w | accessdate = 2012-12-18 }}</ref> but it contains less information than was required before 1 October 2010. The [http://www.legislation.gov.uk/uksi/2008/3014/pdfs/uksi_20083014_en.pdf Companies (Registration) Regulation 2008] included pro-forma Memoranda.

It is basically a statement that the subscribers wish to form a company under the Companies Act 2006, have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each. It is no longer required to state the name of the company, the type of company (such as public limited company or private company limited by shares), the location of its registered office, the objects of the company, and its authorised share capital.<ref>http://www.companieshouse.gov.uk/infoAndGuide/companyRegistration.shtml</ref> Companies incorporated prior to 1 October 2009 are not required to amend their memorandum. Those details which are now required to appear in the Articles, such as the objects clause and details of the share capital, are deemed to form a part of the Articles.

==Capacities==
The memorandum no longer restricts the activities of a company. Since 1 October 2009, if a company's constitution contains any restrictions on the objects at all, those restrictions will form part of the articles of association.

Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act. When the first limited companies were incorporated, the objects clause had to be widely drafted so as not to restrict the board of directors in their day to day trading. In the Companies Act 1989, the term "General Commercial Company" was introduced which meant that companies could undertake "any lawful or legal trade or business."

==See also==
*[[Articles of association (law)]]
*[[Company (law)]]
*[[Constitutional documents]]
*[[Table A]]
*[[Memorandum of agreement]]
* [[Memorandum of conversation]]

==References==
{{Reflist}}

{{Use dmy dates|date=December 2010}}

{{DEFAULTSORT:Memorandum Of Association}}
[[Category:Corporate law]]
[[Category:Legal documents]]
[[Category:Business documents]]
[[Category:Memoranda|Association]]

[[he:תזכיר התאגדות]]
[[Category:United Kingdom business law]]

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