The memorandum of association of a company In the United States, a company is a corporation—or, less commonly, an association, partnership, or union—that carries on an industrial enterprise." Generally, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and any receiver,, often simply called the memorandum (and then often capitalised as an abbreviation for the official name, which is a proper noun and usually includes other words), is the document that governs the relationship between the company and the outside world. It is one of the documents required to incorporate a company In the United States, a company is a corporation—or, less commonly, an association, partnership, or union—that carries on an industrial enterprise." Generally, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and any receiver, in the United Kingdom, Ireland and India, and is also used in many of the common law Common law refers to law developed by judges through decisions of courts and similar tribunals , rather than through legislative statutes or executive action, and to corresponding legal systems that rely on precedential case law jurisdictions Jurisdiction is the practical authority granted to a formally constituted legal body or to a political leader to deal with and make pronouncements on legal matters and, by implication, to administer justice within a defined area of responsibility of the Commonwealth The Commonwealth of Nations, often referred to as the Commonwealth and previously as the British Commonwealth, is an intergovernmental organisation of fifty-three independent member states. Most of them were formerly part of the British Empire. They co-operate within a framework of common values and goals as outlined in the Singapore Declaration.
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Requirements
A memorandum of association is required to state the name of the company, the type of company (such as public limited company A public limited company is a type of limited company in the United Kingdom and the Republic of Ireland which is permitted to offer its shares to the public. All public limited companies' names end in "p.l.c" The Australian equivalent of a public limited company is a Ltd company or private company limited by shares A private company limited by shares is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of public limited companies), the objectives of the company, its authorised share capital, and the subscribers (the original shareholders of the company). A company may alter particular parts of its memorandum at any time by a special resolution of its shareholders, provided that the amendment complies with company law.
Capacities
The objects of the company state what a company is permitted to do, and therefore limit its capacity to act. Since 1844, when the first limited companies were incorporated, the objects have become wider and more encompassing so as not to restrict the directors A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. The body sometimes has a different name, such as board of trustees, board of governors, board of managers, or executive board. It is often simply referred to as "the board." in their day to day trading. In the Companies Act 1989 the term "General Commercial Company" was introduced which meant the company could undertake "any lawful or legal trade or business."
If the company is to be a non-profit making company limited by guarantee In British and Irish company law, a company limited by guarantee is an alternative type of corporation used primarily for non-profit organisations that require legal personality. A guarantee company does not usually have a share capital or shareholders, but instead has members who act as guarantors. The guarantors give an undertaking to contribute, there will be statement saying that the profits shall not be distributed to the members.
Purpose
The MOA is designed to communicate to the public the state of affairs of the company and its purpose of being and operating. This aids various stakeholders of the company (creditors, suppliers, shareholders, etc.) to evaluate the extent of their risk and also possibilities of the company to overcome them at a future date.
Reform
The Companies Act 2006 The Companies Act 2006 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland regulating companies within that jurisdiction. It has the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing no fewer than 15 schedules. (The list of, scheduled to come into force in October 2008, will simplify the company law of the United Kingdom, and in doing so will remove the requirements for an objects clause, leaving the memorandum as a simple statement of certain facts relating to the company. Any limitation on capacity will thereafter be contained in the company's articles of association and will, if breached, be a purely internal matter potentially making directors liable to shareholders for any loss caused by the breach but not invalidating the act itself [1].
In Australia, the memorandum of association and articles of association have been combined since 2000 into a single document called the constitution In relation to artificial persons, the constitutional documents of the entity are the documents which define the existence of the entity and regulate the structure and control of the entity and its members. The precise form of the constitutional documents depends upon the type of entity of the company.
See also
- Articles of association (law)
- Company (law) In the United States, a company is a corporation—or, less commonly, an association, partnership, or union—that carries on an industrial enterprise." Generally, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and any receiver,
- Constitutional documents In relation to artificial persons, the constitutional documents of the entity are the documents which define the existence of the entity and regulate the structure and control of the entity and its members. The precise form of the constitutional documents depends upon the type of entity
- Table A In UK company law, Table A refers to the Model Articles or default form of Articles of Association for companies limited by shares incorporated either in England and Wales or in Scotland where the incorporators do not explicitly choose to use a modified form. Table A was first introduced by the Joint Stock Companies Act 1856 , and then under its
- Memorandum of agreement A memorandum of agreement or cooperative agreement is a document written between parties to cooperatively work together on an agreed upon project or meet an agreed upon objective. The purpose of an MOA is to have a written understanding of the agreement between parties
- Mem and arts
References
- ^ Companies Act 2006 The Companies Act 2006 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland regulating companies within that jurisdiction. It has the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing no fewer than 15 schedules. (The list of s39(1) "The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution"
External links
Categories: Corporations law Categories: Companies | Business law | Corporations | Legal documents | Business documents | Memoranda
