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Memorandum of company limited by guarantee.
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4. In the case of a company limited by guarantee—
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(1) The memorandum must state—
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(i) The name of the company, with “Limited” as the last word in its name ;
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(ii) The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is to be situate ;
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(iii) The objects of the company ;
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(iv) That the liability of the members is limited ;
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(v) That each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, 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.
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(2) If the company has a share capital—
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(i) The memorandum must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount ;
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(ii) No subscriber of the memorandum may take less than one share ;
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(iii) Each subscriber must write opposite to his name the number of shares he takes.
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