A company registered before 1 October 2009 was required to have a memorandum of association which set out in quite some detail the essential facts about the company – the ‘face’ that it presented to the outside world.

Companies registered on or after 1 October 2009 are required to have a much shorter memorandum which includes a statement (often known as the ‘association clause’) that the subscribers to the memorandum wish to form a company and agree to take the shares ascribed to them.

Section 8 states that:

‘A memorandum of association is a memorandum stating that the subscribers:

(a)wish to form a company under this Act, and