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Memorandum Of Association Of One Person Company

Memorandum Of Association Of One Person Company Template for England and Wales

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Key Requirements PROMPT example:

Memorandum Of Association Of One Person Company

"I need a Memorandum of Association of One Person Company for registering my software development consultancy in London by March 2025, with an initial share capital of £100,000 and provisions for future expansion to multiple shareholders."

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Document background
The Memorandum of Association of One Person Company is a crucial incorporation document required when establishing a single-member private limited company in England and Wales. It serves as evidence of the subscriber's intention to form a company and become its member, outlining the fundamental aspects of the company's structure. This document is mandatory under the Companies Act 2006 and must be submitted to Companies House along with other incorporation documents. It contains essential information about the company's name, registered office, share capital, and the sole shareholder's details.
Suggested Sections

1. Company Name: Statement of the company's proposed name and confirmation it complies with Companies Act 2006 naming requirements

2. Registered Office: Statement that the registered office will be situated in England and Wales, with the full address

3. Objects Clause: Statement of the company's business objectives, typically unrestricted to allow maximum flexibility

4. Limited Liability: Declaration that the liability of the member is limited to the amount unpaid on shares

5. Share Capital: Details of initial share capital structure, number and class of shares to be taken by the subscriber

Optional Sections

1. Restrictions on Share Transfer: Specific provisions restricting how shares can be transferred in the future

2. Pre-emption Rights: Provisions giving existing shareholders first right of refusal on any new share issues or transfers

3. Additional Share Class Rights: Detailed provisions about different share classes and their associated rights, if more than one share class is used

Suggested Schedules

1. Statement of Capital: Detailed breakdown of the company's share capital structure including number of shares, nominal value, and amount paid up

2. Initial Shareholdings: Schedule showing the allocation of shares to the sole member including class of shares and amount paid

3. Prescribed Particulars: Detailed specification of the rights attached to different share classes including voting, dividend and capital rights

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

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alex.den.21@genieai.co
Industries

Companies Act 2006: Primary legislation governing company formation and documentation in the UK, particularly sections 7-9 covering requirements for memorandum of association, section 8 on form of memorandum, section 38 on effect of registration, and Schedule 1 on prescribed form

Companies (Model Articles) Regulations 2008: Secondary legislation providing model articles of association and related provisions for different types of companies including single member companies

Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015: Secondary legislation governing company naming requirements and disclosure obligations

Companies House Guidelines: Administrative requirements and practical guidance from the UK company registrar for company formation and documentation

EU Directive 2009/102/EC Implementation: While no longer directly applicable post-Brexit, the UK implementation of single member company provisions remains relevant for understanding the legal framework

Relevant Case Law: Body of judicial decisions regarding interpretation of memorandum provisions in English and Welsh courts

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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