State and explain the contents of the memorandum of association

  • Name clause: describes the name of the company with “Limited” or “Ltd” as the last word thereof for companies limited by shares or guarantee.
  • Registered office clause: states that the registered office of the company will be situate in Kenya.
  • Objects clause: sets out the purposes for which the company is incorporated. It describes the contractual capacity of the company. It delimits the company’s contractual capacity.
  • Capital clause: specifies the capital with which the company proposes to be registered and the divisions thereof.
  • Liability clause: states whether member’s liability is limited or unlimited and whether limited by shares or guarantee.
  • Association or declaration clause: states the desire of the subscribers to be formed to accompany.
  • Particulars of subscribes: name of the subscribers postal addresses, occupation, number of shares taken.
  • Date: a memorandum must be dated



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