ABSTRACT
The memorandum of association or memorandum (as it is generally known) is sometimes termed the external constitution of the company. This document sets out certain key features of the company’s status. The memorandum must contain the following: • the name of the company (s 2(1)(a)); • a statement that the company is a public company if that is the case (s
1(3)); • a statement that the registered office of the company is to be situated in
England and Wales, in Wales or in Scotland (s 2(1)(b)); • the objects of the company (s 2(1)(3)); • if the company is limited by guarantee or by share capital a statement
to that effect (s 2(3)); • if the company has a share capital, the memorandum must state the
amount of the share capital and the division of the share capital into shares of a fixed amount (s 2(5));
• the memorandum may contain additional clauses (s 17)—these may be altered by special resolution, but a dissentient minority of 15% may seek to stop the alteration.
