Memorandum and articles of association private limited company: Ltd by shares
Standard “new version” memorandum of association / articles of association for a private limited company, compliant with the Companies Act 2006. The company will be suitable to be used for any business undertaking.
About this document
This is a model, template memorandum of association and articles of association document as per the Companies Act 2006 and suitable for your new UK company to be incorporated on or after 1st October 2009. Almost all private companies are limited by shares. Unless you specifically want to form a company which is limited by guarantee, choose this document. We offer separate set of memorandum and articles for a company limited by guarantee at http://www.netlawman.co.uk/company/memo-limited-by-guarantee.php.
The memorandum of association and articles of association of a limited company are together its “constitution”. The directors cannot act outside of the powers set there, so it is very important that it reflects what the shareholders (whether directors or not) want from the company. This document has been written in plain terms and is accompanied by explanatory notes to remind you of issues which might otherwise be over looked.
Companies incorporated on and after 1 October 2009 will adopt new and simpler than previously required style of Memorandum. Information on capital and shareholdings will no longer be the part of Memorandum. The new businesses will be able to decide whether to list objects for the company or leave them unrestricted.
The newly incorporated companies will be required to file the appropriate statement containing this information with Companies House on registration. The memorandum of association is now primarily an historical record rather than affecting the ongoing operation of the company. Information that was previously provided in the memorandum on formation will in future be provided to the Registrar in the form of a series of statements made in the application for registration or in the articles.
With Net Lawman memorandum of association and articles of association it really is simple. Just check the main terms to which the notes direct you, then fill in names and addresses and submit to Companies House. You will also have to complete one other form.
Here is the full list of what to send:
• The memorandum of association and articles of association (from Net Lawman)
• A cheque for the fee (£20 applicable from 1st October 2009)
Just for your reference all Net Lawman company documents have been amended to comply with the Companies Act 2006.
Application
and features
Suitable for anyone wishing to set up a new limited company with modern provisions; or
Suitable for anyone wanting to change their memo and articles wholesale rather than try to amend outdated language
Save money by forming your company yourself
Construct your articles to suit your business using a document you can understand
Unrestricted coverage of any type of business you could possibly require
Drawn so as to satisfy your bank
Not suitable for a company limited by guarantee. See our alternative template Memo and Articles linked right
Contents
Name of your company and the complete details of its subscribers and their consent to form the company
Interpretation clause with comprehensive definitions
Limitation of members’ liability to the unpaid value of shares
Provisions relating to directors including their appointment, powers and responsibilities and decision making procedure through board’s meetings
Provisions relating to shares including transfer and transmission of shares
Detailed provisions for dividend and their distribution
Authority to capitalise and appropriation of capitalised sums
Decision making by shareholders through general meetings including provisions for quorum, voting, adjournment, proxy etc
Provisions relating to director’s indemnity and insurance
Administrative arrangements including communication, company seal, restriction on inspection of accounts and other records and Provision for employees on cessation of business
Word
Count (approximate):
Document: 7320
words
Explanatory notes:
N/A
Draftsman
This document is drawn and maintained by Net Lawman. It is real law in plain English.
