(This note is not part of the Regulations)
The Companies Act 2006 (c.46) makes changes to the form of a company’s constitutional documents. The Companies Act 1985 (c.6) and the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) both require a company to include a substantial amount of information in its memorandum of association and allow a company’s constitutional rules to be divided between its memorandum and articles of association. Under the Companies Act 2006 all the constitutional rules will be contained in the articles of association; the memorandum of association will be a much shorter document.
Regulation 2 prescribes the form of the memorandum of association required under the Companies Act 2006. The forms in Schedules 1 and 2 serve the limited purpose of providing evidence of the intention of each subscriber to form a company and become a member of that company and, in the case of a company that is to have a share capital on formation, to take at least one share.
Regulations 3 and 4 prescribe the information required to be contained in the statement of capital and the statement of guarantee to identify each subscriber to the memorandum of association. This is the name and address of each subscriber.
Regulations 5 and 6 prescribe the forms of assent for re-registration of a private limited company as an unlimited company and re-registration of a public company as a private and unlimited company.