Company Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Company Memorandum

"I need a Company Memorandum for incorporating a new technology startup with three founding members, each taking equal shares, with our registered office to be located in Manchester."

Document background
A Company Memorandum is a mandatory document required when incorporating a company in England and Wales. It must be filed with Companies House alongside the Articles of Association and other incorporation documents. The Company Memorandum serves as evidence of the subscribers' intention to form a company and contains essential details such as the company name, registered office jurisdiction, and subscriber information. Since the Companies Act 2006, its content has been significantly streamlined, with most governance provisions now residing in the Articles of Association.
Suggested Sections

1. Company Name: The registered name of the company that is being incorporated

2. Subscriber Statement: Statement that the subscribers wish to form a company under the Companies Act 2006 and agree to become members of the company

3. Registered Office Location: Statement confirming that the registered office of the company is situated in England and Wales

Optional Sections

1. Objects Clause: Optional statement defining the company's business purpose and activities (only needed if company wants to restrict its activities)

2. Liability Statement: Additional details about member liability beyond the standard limited liability statement (only needed for special liability arrangements)

Suggested Schedules

1. Schedule of Initial Subscribers: Details of all founding members including full names, addresses and number of shares subscribed for

2. Schedule of Share Capital: Detailed breakdown of the initial share capital structure including different share classes if applicable

3. Authentication Schedule: Section for signatures and authentication of the subscribers' details

Authors

Alex Denne

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation in England and Wales, particularly Sections 8, 18, 28, and 31 regarding company formation, constitutional documents, memorandum effects, and memorandum requirements

Company Names Regulations 2015: Secondary legislation detailing requirements for company names and trading disclosures in England and Wales

Model Articles Regulations 2008: Secondary legislation providing standard default articles of association for different types of companies

Companies Registration Regulations 2008: Secondary legislation specifying procedures and requirements for company registration

Companies House Guidance: Regulatory guidelines on incorporation procedures and company naming requirements issued by the UK registrar of companies

FCA Requirements: Additional regulatory requirements from the Financial Conduct Authority that may apply depending on the company's activities

EU Retained Law: Relevant European Union laws that have been retained in UK law following Brexit and affect company formation

Company Law Case Precedents: Relevant judicial decisions interpreting the Companies Act provisions and setting precedents for company formation

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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