2. The registered office of the company will be situate in England, [or Scotland, or Ireland.]

See supra, p. 81.

3. The objects for which the company is established are :— (1.) To, &c., see infra, p. 109, et seq.

4. Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding 107. [See supra, p. 87.]

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.

PRECEDENT III.

MEMORANDUM of ASSOCIATION of a COMPANY, LIMITED by Prec. III. GUARANTEE, and REGISTERED PURSUANT to SECTION 23

of THE COMPANIES ACT, 1867.

See supra, p. 81, et seq.

The Incorporated Law Society.

Memorandum of Association.

1. The name of the society is "The Incorporated Law Society."

See supra, p. 75, et seq.

[or,

"The

Chamber of Commerce," or, "The

Medical Institute."]

2. The registered office of the society, [supra, p. 81.]

3. The objects for which the society [or, chamber, or, Institute, &c.] is established are :-

See supra, p. 81.

(1.) To, &c., see infra, p. 109, et seq.

4. The income and property of the society, whencesoever derived, shall be applied solely towards the promotion of the objects of the society, as set forth in this memorandum of association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, by way of profit, to the persons who at any time are, or have been members of the society, or to any of them, or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment, in good faith, of remuneration to any officers or servants of the society, or to any member thereof, or other person, in return for any services actually rendered to the society.

See supra, p. 8.

5. The fourth paragraph of this memorandum is a condition. on which a licence is granted by the Board of Trade to the society, in pursuance of Section 23 of The Companies Act,"

Prec. III. 1867. For the purpose of preventing any evasion of the terms of the said fourth paragraph, the Board of Trade may, from time to time, on the application of any member of the society, impose further conditions, which shall be duly observed by the society.

6. If the Society acts in contravention of the fourth paragraph of this memorandum, or of any such further conditions, the liability of every member of the council of the society, [this will be varied according to the circumstances,] shall be unlimited, and the liability of every member of the society who has received any such dividend, bonus, or other profit as aforesaid, shall likewise be unlimited.

7. Every member of the society undertakes to contribute to the assets of the society, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the society contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding five pounds [or ten shillings, or whatever the amount fixed on may be,] or in case of his liability becoming unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this memorandum.

8. If upon the winding up or dissolution of the society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the society, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the society, to be determined by the members of the association at or before the time of dissolution, and in default thereof by such judge of the High Court of Justice as may have or acquire jurisdiction in

the matter.

The above clause is now required by the Board to be inserted in all cases. It has only recently come into use. It would not seem to prevent a society from dividing its surplus assets, and then winding up.

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a society in pursuance of the memorandum of association.

An association desiring to be incorporated with limited liability, but without the word limited as part of its name, and for that purpose to obtain a licence from the Board of Trade pursuant to Section 23 of the Act, should, according to the rules now in force, make a written application to the Board for a licence, and together with such application, should transmit for their consideration a draft, in duplicate, of the proposed memorandum and articles of association. The drafts and any subsequent revisions that may be required should, whether in print or manuscript, be on foolscap-sized paper. If the Board of Trade are satisfied that the application should be entertained they will furnish a notice of such application, to be inserted in a local newspaper for the information of the public, and if after the expiration of a limited time there appears to be no sufficient reason why the licence should not be granted, the Board of Trade will approve the memorandum and articles of association, with or without amendment, and grant a licence.

The Board of Trade will require to have the memorandum and articles of association settled on their behalf by their counsel, at the expense of the applicants, for which purpose a fee of five guineas must accompany the application. A cheque for the amount should be made payable to an assistant secretary of the Board of Trade. The Board of Trade will not be responsible for the memorandum and articles being properly framed as regards the interests of the association.

The Board sanction the omission of the word "Company" in the memorandum and articles, and the substitution of the word chamber, society, corporation, or the like.

The names of the subscribers to the memorandum should be in full, the addresses should be definite, giving, where practicable, the name of the street and the number of the house.

The following is a specimen of the licence issued by the Board :— WHEREAS it has been proved to the Board of Trade that the CHAMBER OF COMMERCE, which is about to be registered under the Companies Act, 1862, and the Companies Act, 1867, as an association limited by guarantee, is formed for the purpose of promoting objects of the nature contemplated by the 23rd Section of the last mentioned Act, and that it is the intention of the said chamber that the income and property of the association, whencesoever derived, shall be applied solely towards the promotion of the objects of the association, as set forth in the memorandum of association of the said chamber, and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend or bonus, or otherwise howsoever, by way of profit to the persons who at any time are, or have been members of the said association, or to any of them, or to any person claiming through any of them.

Now, therefore, the Board of Trade, in pursuance of the powers in them vested, and in consideration of the provisions and subject to the conditions contained in the memorandum of association of the said chamber, as subscribed by eleven members thereof on the 4th day of June, 1875, do by this their licence direct the CHAMBER OF COMMERCE to be

Prec. III.

Prec. III. registered with limited liability, without the addition of the word "limited" to its name.

2. The registered office, [supra, p. 81.]

Company.
Company."

3. The objects for which the company is established are:See supra, p. 81, and infra, p. 109, et seq.

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association.

Names, addresses, and descriptions of subscribers. See supra, p. 97.

Every memorandum of association must, among other things, state "the objects for which the proposed company is to be established." Supra, p. 81, et seq.

The objects of course, vary infinitely, but the forms given below, p. 109, et seq.,include many of those which are now very commonly adopted. See the Forms of memoranda, supra, p. 96, et seq., as to place in which statement of objects to be inserted.