The memorandum of association of a company, often simply called the memorandum (and then often capitalised as an abbreviation for

the official name, which is a proper noun and usually includes other words), is the document that governs the relationship between the company and the outside. It is one of the documents [1] required to incorporate acompany in the United Kingdom, Ireland, India, Bangladesh, Pakistan and Sri Lanka, and is also used in many of the common law jurisdictions of the Commonwealth.

Requirements
While it is still necessary to file a memorandum of association to incorporate a new company, [2] it no longer forms part of the companys constitution and it contains limited information compared to the memorandum that was required prior to 1 October 2010. The Companies (Registration) Regulation 2008 in fact included proforma Memoranda. It is basically a statement that the subscribers wish to form a company under the 2006 Act, have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each. It is no longer required to state the name of the company, the type of company (such as public limited company or private company limited by shares), the location of its registered office, the objects of the company, and its authorized share capital.[3]Companies incorporated prior to 1 October 2009 are not required to amend their memorandum. Those details which are now required to appear in the Articles, such as the objects clause and details of the share capital, are deemed to form a part of the Articles.

Capacities[edit]
The memorandum no longer restricts what a company is permitted to do. Since 1 October 2009, if a company's constitution contains any restrictions on the objects at all, those restrictions will form part of the articles of association. Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act. When the first limited companies were incorporated, the objects clause had to be widely drafted so as not to restrict the board of directors in their day to day trading. In the Companies Act 1989, the term "General Commercial Company" was introduced which meant that companies could undertake "any lawful or legal trade or business."

Sample Format for Memorandum of Association

1. Name of the Society: The name of the society shall be.

2. Registered Office: Registered office of the society shall remain in the

(Mention the state) and at present it is at the following address: __________________________________________________________________ _____ __________________________________________________________________ _____

3. Aims and Objects: The aims and objects for which the society is established is as under: (a ) (b ) (c ) (d )and so on..

4. Governing Body: The names, addresses, occupation and designation of the present members of the governing body to whom the management of the society is entrusted as required under Section 2 of the Societies Registration Act, 1860 ,are as follows: __________________________________________________________________ S.No. Name Addresses Occupation Designation in the society (full in capital)________________________________________________ (1) (2) (3) (4) (5)

(6) (7) and so on

5. Desirous person We the undersigned are desirous of forming a society namely under the Societies Registration Act,1860 in pursuance of this Memorandum of Association of the Society. _________________________________________________________________ S.No. Names and Addresses Age Occupations Signatures __________________________________________________________________

(1) (2) (3) (4) (5) (6) (7) and so on

Note: 1) The memorandum should close here. 2) Following paragraph should be added as last paragraph: All the incomes ,earnings, movable or immovable properties of the society shall be solely utilised and applied towards the promotion of its aims and objects only as set forth in the Memorandum of Association and no portion

thereof shall be paid or transferred directly by way of dividends, bonus, profits or in any manner whatsoever, to the present or past members of the society or to any person claiming through any one or more of the present or the past members .No member of the society shall have any personal claim on any movable or immovable properties of the society or make any profit ,whatsoever, by virtue of his membership

Attested the signatures from No. 1 to 7 (or more) Signatures of Two witnesses other The members of the society with Addresses

Signatures of the Attesting (1) Officer with Official Seal

(2) Certified that this is the true and correct copy of the Memorandum

Signatures of any three members of the Governing Body

President Secretary Treasurer

British A document that regulates a company's external activities and must be drawn up on the formation of a registered or incorporated company. As the company's charter it (together with the company's articles of association) forms the company's constitution. The memorandum of association gives the company's name, names of its members (shareholders) and number of shares held by them, and location of its registered office. It also states the company's (1) objectives, (2) amount of authorized share capital, (3) whether liability of its members is limited by shares or by guaranty, and (4) what type of contracts the company is allowed to enter into. Almost all of itsprovisions (except those mandated by corporate legislation) can be altered by the company's members by following the prescribed procedures. The memorandum is a public document and may be inspected by anyone, usually at the public office where it is lodged. Called articles of incorporation in the US.

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