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