chapter  2
25 Pages

The company’s constitution

Memorandum of association

Introduction This chapter will look at certain areas in depth, concentrating on those that are considered to be essential.

Memorandum of association Under the CA 1985, a memorandum of association must contain certain clauses. These are:

 Name (s 2(1)) Public status (if appropriate) (s 1(3)) Situation of company’s registered office (s 2(1)) Objects clause (s 2(1)) Limitation of liability clause (s 2(3)(4)) Share capital clause (s 2(5))

Objects clauses and ultra vires Despite or perhaps because of the changes made to the law on ultra vires by the Companies Act (CA) 1989, this area remains a favourite examination topic.