CHAPTER III

THE MEMORANDUM OF ASSOCIATION
THE memorandum of association, in the case of a company
limited by shares, must state the following:
‘(i) The name of the company having theword ‘‘ Limited ”’
as the last word in its name (s. 2 (1) (4)), unless a
licence to dispense with the word “ Limited’ has been
granted under s. 18;
:(ii) whether the registered office of the Company is to be
situate in England or Scotland [s. 2 (1) (b)];
(iii) The objects of the company [s. 2 (1) (c)];
‘(iv) That the liability of the members is limited [s. 2 (2)];
‘(v) The amount of share capital with which the com-
pany proposes to be registered, and the division
thereof into shares of a fixed amount’ [s. 2 (4) (a)].

In the case of a company limited by guarantee, clauses (i)
to (iv) are identical with those of a company limited by
shares, whilst clause (v) must state ‘that each member under-
takes 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 con-
tributories among themselves, such amount as may be required
not exceeding a specified amount,” e.g. £1 [s. 2 (3)]. If a
company limited by guarantee has a share capital, there will
be a sixth clause identical in form with clause (v) of a company
limited by shares [s. 2 (4)]. If it has no share capital, the
articles must state the number of members with which it
proposes to be registered [s. 7 (2)].

In the case of an unlimited company, whether or not it
has a share capital, the memorandum need only have three
clauses, which are the same as clauses (i) without the word
‘Limited,’ (ii) and (iii) of the memorandum of a company
limited by shares (s. 2 (1) and (4)], but if the company has a