The Memorandum of Association of One Person Company is a crucial incorporation document required when establishing a single-member private limited company in England and Wales. It serves as evidence of the subscriber's intention to form a company and become its member, outlining the fundamental aspects of the company's structure. This document is mandatory under the Companies Act 2006 and must be submitted to Companies House along with other incorporation documents. It contains essential information about the company's name, registered office, share capital, and the sole shareholder's details.
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1. Company Name: Statement of the company's proposed name and confirmation it complies with Companies Act 2006 naming requirements
2. Registered Office: Statement that the registered office will be situated in England and Wales, with the full address
3. Objects Clause: Statement of the company's business objectives, typically unrestricted to allow maximum flexibility
4. Limited Liability: Declaration that the liability of the member is limited to the amount unpaid on shares
5. Share Capital: Details of initial share capital structure, number and class of shares to be taken by the subscriber
1. Restrictions on Share Transfer: Specific provisions restricting how shares can be transferred in the future
2. Pre-emption Rights: Provisions giving existing shareholders first right of refusal on any new share issues or transfers
3. Additional Share Class Rights: Detailed provisions about different share classes and their associated rights, if more than one share class is used
1. Statement of Capital: Detailed breakdown of the company's share capital structure including number of shares, nominal value, and amount paid up
2. Initial Shareholdings: Schedule showing the allocation of shares to the sole member including class of shares and amount paid
3. Prescribed Particulars: Detailed specification of the rights attached to different share classes including voting, dividend and capital rights
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