Corporate Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Corporate Memorandum

"I need a Corporate Memorandum for a new tech startup being incorporated in March 2025, with three founding members and an initial share capital of £100,000 divided into ordinary and preference shares."

Document background
The Corporate Memorandum is a crucial document required when incorporating a company in England and Wales. It forms part of the company's constitution alongside the Articles of Association and serves as evidence of the subscribers' intention to form a company and become its members. The Corporate Memorandum must be filed with Companies House and includes essential information such as the company name, registered office, share capital structure, and details of initial members. This document is governed by the Companies Act 2006 and remains a permanent record of the company's formation.
Suggested Sections

1. Company Details: Legal name, registration number, registered office and contact information

2. Statement of Association: Declaration of subscribers' wish to form a company and their agreement to become members

3. Company Type: Specification of company type (e.g., private limited by shares) and legal structure

4. Share Capital: Details of initial share capital, share classes, and nominal value of shares

Optional Sections

1. Objects Clause: Company's purpose and permitted activities - optional since Companies Act 2006 but may be included for specific purposes

2. Liability Statement: Additional statement on member liability limitations and structure

3. Governance Provisions: Specific governance requirements beyond those in the articles of association

Suggested Schedules

1. Schedule 1 - Initial Shareholders: List of founding members and their shareholdings, including number and class of shares

2. Schedule 2 - Share Rights: Detailed description of rights attached to different share classes including voting, dividend and capital rights

3. Schedule 3 - Initial Directors: List of first directors and their details including service addresses

4. Schedule 4 - Legislation Compliance: Summary of key legislative requirements under Companies Act 2006 and other relevant laws

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 and operation in the UK. Key sections include 8 and 18 (memorandum requirements), 28 (memorandum effect), and 7 (formation method).

Corporate Governance Code: Applicable for listed companies, sets out standards of good practice for board composition, remuneration, shareholder engagement, and corporate reporting.

Small Business, Enterprise and Employment Act 2015: Legislation focusing on transparency and filing requirements for companies registered in the UK.

Financial Services and Markets Act 2000: Regulatory framework for financial services companies, relevant if the company operates in the financial sector.

Modern Slavery Act 2015: Requires larger corporations to report on steps taken to ensure their business and supply chains are free from human trafficking and slavery.

Bribery Act 2010: Anti-corruption legislation that sets out corporate liability for bribery and corruption offenses.

Data Protection Act 2018 and UK GDPR: Legislative framework governing how companies must handle and protect personal data.

Companies House Requirements: Official guidelines and requirements for company registration and ongoing compliance with filing obligations.

FCA Regulations: Financial Conduct Authority regulations applicable to companies in the financial services sector or listed companies.

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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