Formation of a Company.

Formation of a Company.

Having determined on which of the four forms the Company shall be constituted, the next proceeding is to draw up the Memorandum of Asso

ciation.

The form of this document varies with each of the four varieties in the constitution of a Company; as it is to be limited by shares, or limited by guarantee, or unlimited. They are as follow:

FORM A.

MEMORANDUM of ASSOCIATION of a Company limited by Shares.

1st. The name of the Company is "The Eastern Steam Packet Company, Limited."

2nd. The registered office of the Company will be situate in England.

3rd. The objects for which the Company is established are, "the conveyance of passengers and goods in ships or boats between such places as the Company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object."

4th. The liability of the members is limited.

5th. The capital of the Company is two hundred thousand pounds, divided into one thousand shares of two hundred pounds each.

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,

Formation of a Company.

and we respectively agree to take the number of shares
in the Capital of the Company set
respective names.

Dated the 22nd day of November, 1861.

Witness to the above signatures,

opposite our

Number of Shares taken by each Subscriber.

Merchant. 200

A.B., No. 13, Hute-street, Clerkenwell, Middlesex.

FORM B.

MEMORANDUM of ASSOCIATION of a Company limited by Guarantee, and not having a capital divided into shares.

Memorandum of Association.

1st. The name of the Company is "The Mutual London Marine Association, Limited."

2nd. The registered office of the Company will be situate in England.

3rd. The objects for which the Company is established are "the mutual insurance of ships belonging to members of the Company, and the doing all such other things as are incidental or conducive to the attainment of the above objects."

4th. 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

Formation of a Company.

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 ten pounds.

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.

"1. John Jones of
"2. John Smith of
"3. Thomas Green of
"4. John Thompson of
"5. Caleb White of
"6. Andrew Brown of
"7. Cæsar White of

in the county of
in the county of

in the county of
in the county of
in the county of
in the county of
in the county of

Dated the 22nd day of November, 1861.

Witness to the above signatures,

Merchant.

A.B., No. 13, Hute-street, Clerkenwell, Middlesex.

FORM C.

MEMORANDUM of ASSOCIATION of a Company limited by guarantee, and having a capital divided into shares.

Memorandum of Association.

1st. The name of the Company is "The Highland Hotel Company, Limited."

2nd. The registered office of the Company will be situate in Scotland.

3rd. The objects for which the Company is established are "the facilitating travelling in the Highlands of Scotland, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing

Formation of a Company.

all such other things as are incidental or conducive to the attainment of the above object."

4th. 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 twenty pounds.

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 above form.)

FORM D.

MEMORANDUM of ASSOCIATION of an Unlimited Company, having a capital divided into shares.

Memorandum of Association.

1st. The name of the Company is "The Patent Stereotype Company."

2nd. The registered office of the Company will be situate in England.

3rd. The objects for which the Company is established are "the working of a patent method of founding and casting stereotype plates, of which method John Smith of London is the sole Patentee."

WE, the several persons whose names are subscribed, are desirous of being formed into a Company, in pursuance of this Memorandum of Association.

Names, Addresses and Descriptions of Subscribers.-(See above form.)

Formation of a Company.

This document must be signed by seven, at least, of the shareholders or partners, and the signature of each must be attested by a witness. Although the schedule sets forth a form to be adopted, it may be "as near thereto as circumstances admit." It is to contain the following particulars :

1. The name of the proposed Company.

It was decided in Reg. v. Whitmarsh (1 Q. B. 803), that a Company cannot be registered by the title of "corporation," and that decision does not appear to be affected by this act. But there is no objection to calling it "society," or "association," or any similar term. If it is intended to enjoy the privilege of Limited Liability, the word "Limited" must be a part of the title. It should not be a mere addition, introduced parenthetically, but should form a portion of the name, written and printed in the same letters; as thus, "The Grocery Company Limited."

The act forbids the adoption by any Company of "a name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive: except where such subsisting Company is in the course of being dissolved, and testifies its consent in such manner as the registrar may require." If, by inadvertence, such a name should be registered, the Company, with the consent of the registrar, may change its name, and the new name may be registered in the place of the former name: (sect. 20.)

2. It must state "the part of the United Kingdom, whether England, Scotland, or Ireland, in