PART IIFORMATION AND REGISTRATION OF COMPANIES; JURIDICAL STATUS AND MEMBERSHIP
CHAPTER ICOMPANY FORMATION
Memorandum of association
Requirements with respect to memorandum13
1
The memorandum of every company must state—
a
the name of the company;
b
that the registered office of the company is to be situated in Northern Ireland;
c
the objects of the company.
2
The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.
3
The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
4
In the case of a company having a share capital—
a
the memorandum must also (unless the company is an unlimited company) state the amount of the share capital with which the company proposes to be registered and the division of the share capital into shares of a fixed amount;
b
no subscriber of the memorandum may take less than one share; and
c
there must be shown in the memorandum against the name of each subscriber the number of shares he takes.
5
F2Subject to paragraph (5A), the memorandum must be signed by each subscriber in the presence of at least one witness, who must attest the signature.
F25A
Where the memorandum is delivered to the registrar otherwise than in legible form and is authenticated by each subscriber in such manner as is directed by the registrar, the requirements in paragraph (5) for signature in the presence of at least one witness and for attestation of the signature do not apply.
6
A company may not alter the conditions contained in its memorandum except in the cases, in the mode and to the extent, for which express provision is made by this Order.