The memorandum of association is sometimes termed as the external constitutions of the

company (p. 18, Essential Company Law, By Nicholas Bourne). This document sets out
certain key features of the company status. Section 18 (1) of the Companies Act requires that
the memorandum must be printed and divided into numbered paragraphs and dated and at
minimum must contain the following mandatory information :
(a) the name of the company;
(b) the objects of the company;
(c) unless the company is an unlimited company, the amount of share capital, if any, with
which the company proposes to be registered and the division thereof into shares of a
fixed amount;
(d) if the company is a company limited by shares, the memorandum must contain a
statement that the liability of the members is limited;
(e) if the company is a company limited by guarantee, the memorandum must contain a
statement that the liability of the members is limited and that each member undertakes
to contribute to the assets of the company, in the event of its being wound up while he
is a member or within one year after he ceases to be a member, for payment of the
debts and liabilities of the company contracted before he ceases to be a member and
of the costs, charges and expenses of winding up and for adjustment of the rights of
the contributories among themselves, such amount as may be required not exceeding
a specified amount in addition to the amount, if any, unpaid on any shares held by
him;
(f)

if the company is an unlimited company, the memorandum must contain a statement

that the liability of the members is unlimited;

(g) the full names, addresses and occupations of the subscribers thereto; and
(h) that the subscribers are desirous of being formed into a company in pursuance of the
memorandum and (where the company is to have a share capital) respectively agree to
take the number of shares in the capital of the company set out opposite their
respective names.
Section 18 (2) provides that whether or not the company is to have a share capital, each
subscriber shall sign the memorandum in the presence of at least one witness (not being
another subscriber) who shall attest the signature and add his address.