What is a partnership memorandum?
A memorandum of association is a standard document that establishes the constitution of the company. The memorandum is one of the most essential paper processes for incorporating a limited liability company in the UK. It includes various clauses such as the denomination clause, the situation clause, the object clause, the liability clause, the capital clause, the association clause and the subscription clause.
Prerequisite: articles of incorporation
The partnership memorandum is the important company formation document, apart from articles of partnership, companies house registration form 10 and form 12. A partnership memorandum is required for all limited liability companies which present the internal affairs of the company, such as company name, company objects, members’ liability, amount of share capital proposed by the company, name of the initial members or shareholders and many more.
What should a articles of incorporation contain or affirm?
Every UK registered company is required to have a memorandum of association identifying the company rules and regulations by which it will abide and operate. The articles of incorporation must contain or express the following information:
1) Company Name: The company name must end with a limited word. Company name must contain limited as the last word
2) Limited liability of members: The articles of incorporation must 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 located in England and Wales or Scotland. A registered office is a place of communication where official documents, subpoenas and notices can be sent.
4) Purpose of the business: The MOA must clearly state the purpose of the business to conduct business as a legal commercial enterprise.
5) Signature of the subscribers: The articles of incorporation must contain the signature of the subscriber, which must be witnessed by a third party.
6) Name of the 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 said shareholders must be witnessed by a third party.
A memorandum of association must be provided with company formation documents including companies holding Forms 10, 12 and Articles of Association during the time of formation of a new limited liability company in the UK. You can find forms 10 and 12 for free from many sources, including the company house.
You can obtain a suitable memorandum and article of association from UK-based company registration and formation agents. The company’s formation agents make the articles of incorporation and bylaws available to you through the use of the online download or by sending an email within minutes after 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 intends to acquire in the company when it is formed. Once the company registers successfully, the subscriber automatically becomes a member of the company.