Draft Memorandum and Articles of association

[dam099]

Thanks for the detailed response dam099. Your points are very valid but I still have some questions.

Was the one random sample you downloaded from the CRO implemented professionally?

Its difficult to say for sure but I'd say so they may have been, the subscribers signatures were witnessed by a solicitor who I'd assume probably advised on the process.

So essentially, in my case, when I stated that to have obtained, "a wide range of (M&A) examples" and have "rechecked it (M&A) against many examples", would this not cover the potential pitfalls you are speaking of, with respect to broad objects clauses and common typos/structural mistakes within the documents?

Yes it probably would, my concern would be more someone who has not taken the time to educate themselves looking at the broad clause and seeing the first clause relating to the specific business, modifying it and then deleting all the rest because they think they don't need it.

Can I ask that if someone was to "educate themselves as to the requirements and potential pitfalls" of the whole company formation process, without necessarily going through with this process themselves, where would you receommend that they do this? I think it's good just to have information on this whole process and that any company director should have at least a vague understanding of it.

I'm not really sure on this one my (somewhat rusty) knowledge comes from my studies for my qualification so I can't recomment specific courses for this but I'd imagine some must exist.

Also, you made a valid point about businesses evolving over time into activities not necessarily covered by the objects clauses, so would you recommend businesses to have some sort of structural legal review completed at regular intervals i.e. every 3 - 5 years or so possibly?

I would say that would be rare, better to just have a very broad objects clause from the outset so that its nearly impossible to go ultra vires.

Or in such a situation where a small business were to find themselves with an object clause which did not currently cover it's activities and the company fails.... would this lead to problems, similar to the ones you previously outlined, with the liquidator?

Finally, can you expand on your second paragraph i.e. in what situations generally, would a liquidator deem that the directors of a failed company have carried out ultra vire activities and that they be personally responsible for any resulting debts? Is it possible that this may occur in the situation I outlined in the paragraph above this?

I can't say that there is a general rule and the liquidator would not have the final say anyway he would likely have to pursue the directors through the courts so it would be a judgement call on his behalf. If losses/debts arose as a result of ultra vires acts and he felt there was a reasonable chance of recovering some/all of these from the directors he may chose to pursue them.

 

[diroche]

Does anyone has a draft set of memo & arts in electronic format? I have a set from a legal stationers, but don't fancy tying the whole lot out and risking any typo's etc. I have the wording for objects clause ready to insert and was hoping to speed the company formation process up and lodge electronically.

thanks

 

[SHRIDHAR]

I'm going to give registering my new company (single member limited company) with the CRO a go myself. Any pointers on where I can download a draft Memorandum and Articles of Association?

 

[caanshu]

I'm going to give registering my new company (single member limited company) with the CRO a go myself. Any pointers on where I can download a draft Memorandum and Articles of Association?

 

[caanshu]

moa

 

[bond-007]

Who in general can witness the subscribers signatures? Can any adult do so?

 

[MandaC]

Who in general can witness the subscribers signatures? Can any adult do so?

In theory, anyone can be a witness. They dont have to have any qualifiations. Usually, it ends up being someone from the formation agents office.

 

[FENERO]

Who in general can witness the subscribers signatures? Can any adult do so?

Yes, you can ask a family member or friend to witness your signatures for you.

 

[bond-007]

Excellent!

So apart from the completed A1 and the completed Memo and Articles is anything else needed?

 

[Carey]

Yes, you can ask a family member or friend to witness your signatures for you.

Would it not be inappropriate for family members to sign as a witness?

Excellent!

So apart from the completed A1 and the completed Memo and Articles is anything else needed?

There used to be a capital statement separate from form A1 but I can't find a sample anywhere. Maybe that has been done away with?

 

[FENERO]

So long as the A1 has been witnessed by a solictor (or other allowable person as per the A1) and the Memo & Arts are completed and signed, you should be ready to go.

 

[ElizaDoALot]

Incorporating a Company

Hi All,

I'm trying to set up my own limited company and have downloaded a couple of copies of the Memorandum and Articles of Association for similar companies to mine from the CRO website.
I was about to start typing these up rather than run them through any OCR software, when I noticed that for paragraph 2A(i) of the Memorandum there is a sentence that refers to the "reference number" ie...."The text of a document........having reference number xxxxxx, (hereinafter referred to as the "reference document") shall be incorporated in this document pursuant to section80(3) .......so that it forms and is read as one entire document."
And I noticed that this number is on each page of the Memorandum document for the company.

What is this number?
Is it specific to each application?
Does it mean that I have to PURCHASE the Mem and Art of Association so that they come with a unique reference number?

Please help.

 

[Joe Q Public]

You picked a bad example to copy from.

 

[agnieszka]

Does anybody have a memo and articles of association for single member limited company? I try to do one myself but I need an example.. Can anybody help me? Or a name of a company which is private limited single member company so I can buy the docs from CRO?

 

[agnieszka]

I found some on CRO

Does anybody have a memo and articles of association for single member limited company? I try to do one myself but I need an example.. Can anybody help me? Or a name of a company which is private limited single member company so I can buy the docs from CRO?

 

[Gavin]

It is really not an easy job to register a company, but the formalities have reduced in the recent days. The registration of a company can be done online within few minutes, but few legal formalities should always be followed, if one is not aware of these laws. It is better to approach the company registration agencies to get the complete idea about the registration.