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Memorandum Of Incorporation for the United Kingdom

Memorandum Of Incorporation Template for England and Wales

A Memorandum of Incorporation is a foundational document required under English and Welsh law that establishes the framework for a company's existence and operation. It sets out the company's basic constitution, including its name, registered office, objects, share capital structure, and governance framework. This document must comply with the Companies Act 2006 and be filed with Companies House upon incorporation.

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Memorandum Of Incorporation

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What is a Memorandum Of Incorporation?

The Template Memorandum of Incorporation serves as a crucial founding document for companies incorporating in England and Wales. It is required by law and must be submitted to Companies House as part of the company registration process. This document outlines fundamental aspects of the company including its structure, governance, and operational framework. It contains essential information about share capital, director powers, shareholder rights, and company objects. The template format ensures compliance with the Companies Act 2006 while allowing customization for specific business needs.

What sections should be included in a Memorandum Of Incorporation?

1. Company Name and Registration: Details of the company name, registration number, and registered office address as required under Companies Act 2006

2. Objects of the Company: Statement of the primary purposes and permitted activities of the company

3. Share Capital: Details of authorized share capital, classes of shares, and rights attached to different share classes

4. Directors and Officers: Provisions regarding appointment, removal, powers and duties of directors and company officers

5. General Meetings: Rules and procedures for conducting shareholder meetings, voting rights and procedures

What sections are optional to include in a Memorandum Of Incorporation?

1. Pre-emption Rights: Optional provisions for rights of existing shareholders to purchase new shares before they are offered to third parties

2. Share Transfer Restrictions: Optional restrictions and procedures governing the transfer of shares between shareholders or to third parties

3. Tag-Along Rights: Optional provisions protecting minority shareholders by giving them the right to join in the sale of majority shareholdings

What schedules should be included in a Memorandum Of Incorporation?

1. Schedule 1 - Initial Shareholders: List of founding shareholders with their respective shareholdings and share classes

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values

3. Schedule 3 - Initial Directors: Details of first appointed directors including names, addresses and service addresses

4. Schedule 4 - Special Resolutions: Copy of any special resolutions passed at incorporation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions















Clauses















Industries

Companies Act 2006: Primary legislation governing company formation and operation in the UK, including requirements for company formation, registration, articles of association, share capital, and director duties

Companies (Model Articles) Regulations 2008: Secondary legislation providing standard form articles of association that can be adopted by companies in whole or in part

Companies House Requirements: Regulatory guidelines and requirements for company registration, filing, and ongoing compliance with the UK company registrar

Financial Conduct Authority Regulations: Regulatory framework that may apply depending on the company's activities, particularly relevant for financial services companies

Small Business, Enterprise and Employment Act 2015: Legislation introducing additional requirements for UK companies, including transparency measures and simplified company filing requirements

Part 2 Companies Act 2006 - Company Formation: Specific section of the Companies Act dealing with company formation procedures and requirements

Part 2, Chapter 2 Companies Act 2006 - Registration: Detailed requirements for the registration process of a new company

Part 3 Companies Act 2006 - Articles of Association: Requirements and regulations regarding a company's constitutional documents

Part 17 Companies Act 2006 - Share Capital: Regulations governing a company's share capital structure and management

Part 10 Companies Act 2006 - Director Duties: Statutory duties and responsibilities of company directors under UK law

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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