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Essential requirements of a Limited Company Memorandum of Association

Every new limited liability company that is registered must submit a Memorandum of Association with the Companies House company registration forms. It is an essential feature when forming a company. Failing to submit a Memorandum of Association in the correct format would result in the company registration being declined.

The Memorandum of Association must state:

1. The name of the company with limited as the last word unless specific dispensation has been obtained to dispense with the word limited on the London property management grounds of the company being formed for any of the objects specified or the liability of the members is unlimited. Before forming a company a name check should be carried out to ensure the proposed new limited liability company name is suitable and not too similar to an existing name.

2. The memorandum must state whether the registered office of the company is situated in England and Wales or in Scotland. The registered office of the company is where official documents such as Company House communications,Guest Posting notices, writs and summonses may be sent.

3. The objects of the company must be stated. The objects comprise of a main objects clause and a number of other clauses governing the activities of the company. Section 3A of the Companies Act 1985 permits the use of a shortened form of the objects clause which many newly registered companies adopt. Composing an extended main objects clause takes research and great care to ensure it is all embracing within the industry and related activities of the company to avoid the possibility that the company may do business outside its stated objectives. The objects clause should also include all the activities a company may engage in to enable the main objects of the company to be carried out.

4. The Memorandum of Association must include a statement that the liability of the members is limited.

5. A limited liability company that is limited by shares must also state the amount of share capital the company proposes and the division of those shares into fixed amounts. For example, the share capital of the company is 1,000 pounds divided into 1,000 shares of 1 pound each.

6. The Memorandum of Association must also contain a clause regarding the subscription of the initial members of the company. This clause must state the name of each member, their address and description. A minimum of two members are required to register a new private company, the number of shares each subscriber is subscribing to and each subscriber should also sign the memorandum under their allocated shares.