Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 37

37. (1) The memorandum of a company shall be printed, divided into numbered
paragraphs, dated, and signed by the persons desiring the formation of the
company, 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 of that share capital 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 or both by shares and
        by guarantee, that the liability of the members is limited and that
        each member undertakes to contribute to the property 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)  if the company is a no liability company, that the acceptance of
        shares in the company does not constitute a contract to pay calls in
        respect of the shares or to make any contribution towards the debts
        and liabilities of the company;

   (h)  the full names, addresses and occupations of the subscribers to the
        memorandum being natural persons, and the corporate names, and the
        addresses of the registered or principal offices, of the subscribers
        to the memorandum being corporations; and

   (j)  that those subscribers are desirous of being formed into a company
        pursuant to 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-

   (a)  shall, if the company is to have a share capital, state in words-

        (i)    the number of shares (being not less than one) that he agrees
               to take; and

        (ii)   if the shares in the company are divided into classes, the
               class or the respective classes in which the shares that he
               agrees to take are included; and

   (b)  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).

(3) A witness to the signature of a subscriber to the memorandum shall attest
the signature and add his address.

(4) A reference in sub-section (1) or (2) to the signing of the memorandum of
a company shall, in the case of the signing by a person being a body
corporate, be construed as including a reference to the affixing in accordance
with the constituent documents of the body corporate of the common or official
seal of the body corporate to the memorandum and, where a body corporate signs
the memorandum by so affixing its common or official seal, sub-section (2)
does not require a witness to the affixing of that seal.

(5) A statement in the memorandum of a company limited by shares that the
liability of members is limited means that the liability of the members is
limited to the amount (if any) unpaid on the shares respectively held by them.