The Form of Memorandum of Association is a critical document required when establishing a new corporation in the United States. While more commonly referred to as Articles of Incorporation in U.S. jurisdictions, this document serves as the primary charter that brings the company into existence. It must be filed with the relevant state authority and includes essential information about the company's structure, purpose, share capital, and basic rules governing its external affairs. This document is particularly important as it represents the company's public face and establishes its legal personality.
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1. Corporate Name: Official name of the corporation and any trade names to be registered
2. Registered Office: Official address and registered agent details for service of process
3. Purpose Clause: Statement of corporate objectives and permitted activities under the incorporation
4. Capital Structure: Details of authorized share capital, classes of shares, and nominal value
5. Incorporator Details: Information about the founding members and their signatures
1. Specific Business Powers: Detailed enumeration of permitted business activities and corporate powers
2. Board Structure: Specific requirements for board composition and governance structure
3. Special Rights: Specific rights and restrictions attached to different share classes
1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and restrictions
2. Schedule B - Initial Subscribers: List of initial shareholders and their shareholdings
3. Schedule C - Form of Share Certificate: Template for share certificates to be issued by the corporation
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