The constitution of a registered company consists of two documents, namely, the memorandum of association and the articles of association. The contents of these documents will now be examined in detail.
The Memorandum of Association
In relation to companies registered under the Companies Act, a Memorandum of Association was judicially defined by Lord Cairns in Ashbury Railway Carriage Co Ltd v Riche as "the charter" which "defines the limitation of the powers of a company to be established under the Act".
The contents of a Memorandum of Association are prescribed by Section 5 of the Companies Act and comprise the following 6 clauses:
(a) Name Clause;
(b) Registered Office Clause;
(c) Objects Clause;
(d) Limitation of liability Clause;
(e) Capital Clause; and
(f) Association Clause.
The "association clause" is not prescribed by Section 5 but is found as one of the clauses in Table B in the first Schedule to the Act.