ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART III - CONSTITUTION OF COMPANIES

DIVISION 1 - INCORPORATION

Section 18. Requirements as to memorandum.

(1) The memorandum of every company shall be printed and divided into numbered paragraphs and dated and shall state, in addition to other requirements— (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, that the liability of the members is limited; (e) if the company is a company limited by guarantee, 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, 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. (2) Each subscriber to the memorandum shall, if the company is to have a share capital, in his own handwriting state the number of shares (not less that one) that he agrees to take and, whether or not the company is to have a share capital, 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. (3) A statement in the memorandum of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.