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The memorandum no longer restricts the activities of a company. Since 1 October 2009, if a company's constitution contains any restrictions on the objects at all, those restrictions will form part of the articles of association. Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act.
s 11 [4] 'The memorandum of association... shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors and administrators, a covenant to observe all the ...
By convention, most common law jurisdictions divide the constitutional documents of companies into two separate documents: [1]. the Memorandum of Association (in some countries referred to as the Articles of Incorporation) is the primary document, and will generally regulate the company's activities with the outside world, such as the company's objects and powers.
Under the new legislation, the articles of association will become the single constitutional document for a UK company, and will subsume the majority of the role previously filled by the separate memorandum of association. [13] The use of model articles for companies is not compulsory.
The memorandum of association has to be filed with the Registrar of Societies. The memorandum has to contain the name of the society, its objects, and the names, addresses, and occupations of the members of the governing body, by whatever name it may be called, duly signed for consent by all the members forming the society.
Ashbury Railway Carriage and Iron Co Ltd v Riche (1875) LR 7 HL 653 is a UK company law case, which concerned the objects clause of a company's memorandum of association.. Its importance as case law has been diminished as a result of the Companies Act 2006 s 31, which allows for unlimited objects for which a company may be carried on.
Other memorandum formats include briefing notes, reports, letters, and binders. They may be considered grey literature. Memorandum formatting may vary by office or institution. For example, if the intended recipient is a cabinet minister or a senior executive, the format might be rigidly defined and limited to one or two pages. If the recipient ...
Constitutional documents – a company's articles of association are its main constitutional document, and the company's memorandum is treated as part of its articles. New model articles for private companies to be made under the Act are intended to reflect better the way that small companies operate, and will replace the existing Table A .