CIMA Exam Practice Kit: Business Law

Memorandum and Articles of Association

The Memorandum of Association

General Points

It governs the relationship between the company and outsiders, i.e. it contains the information that outsiders may need to know about the company. If there is a conflict between the memorandum and the articles of association, the memorandum will prevail.

Contents of the Memorandum

  1. Name clause.

  2. Registered office clause.

  3. Public clause. This must be included if the company is to be public.

  4. Objects clause.

  5. Liability clause.

  6. Capital clause. This states the authorised share capital.

  7. Association clause.

The Name Clause

Statute imposes restrictions on the choice of name for a company. If it is a private company then its name must end with the word Limited or its abbreviation Ltd. The name of a public company must end with the words "public limited company" or the abbreviation plc: s25 CA85.

A company shall not be registered with a name:

  1. that is the same as the one appearing on the index maintained by the Registrar of Companies

  2. if the use of the name would be a criminal offence or is offensive (e.g. words associated with charities or formed for illegal purposes)

  3. which would be likely to give the impression that the company is in any way connected with the government

  4. which involves trading under a name closely resembling that of an established business.

Change of Name

Voluntary this requires the passing of a special resolution and application to the Registrar.

Mandatory this may be ordered by the Secretary of...

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