[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-memorandum-of-association-D12701":3},{"document":4,"label":22,"preview":11,"thumb":23,"thumb600":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":21},"MEMORANDUM OF ASSOCIATION OF [NAME OF THE LIMITED COMPANY] Name of the Company The name of the company is [SPECIFY]. Address of the Company The registered office of the company will be situated in [CITY, STATE/PROVINCE/ COUNTRY]. Objects The object for which the company is established is to carry on business. [SUMMARIZE THE MAIN OBJECTIVES FOR ESTABLISHING THE COMPANY AND THE USE OF FINANCIAL RESSOURCES]. Limited Liability The liability of the members is limited. Authorized Capital The authorized capital of the company is [SPECIFY] divided into [SPECIFY] shares. The different categories/class of shares are [SPECIFY]. The nominal value per share are [SPECIFY]. Type of Shares The company is authorized to issue [SPECIFY] shares without nominal value or par value. [Do not include article VI & VII if all shares have par value]",null,"Memorandum Of Association","2",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-association-D12701.png","https://templates.business-in-a-box.com/imgs/250px/12701.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12701.xml",{"title":15,"description":6},"memorandum of association",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"memorandum association","Memorandum Of Association Template","https://templates.business-in-a-box.com/imgs/400px/12701.png","https://templates.business-in-a-box.com/imgs/600px/12701.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,114,128,143,160],{"label":37,"url":38,"thumb":39,"extension":10},"Memorandum of Understanding","/template/memorandum-of-understanding-D12548","https://templates.business-in-a-box.com/imgs/250px/12548.png",{"label":41,"url":42,"thumb":43,"extension":10},"Memorandum Of Agreement","/template/memorandum-of-agreement-D13427","https://templates.business-in-a-box.com/imgs/250px/13427.png",{"label":45,"url":46,"thumb":47,"extension":10},"Articles of Association","/template/articles-of-association-D996","https://templates.business-in-a-box.com/imgs/250px/996.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non-Profit Memorandum Of Understanding","/template/non-profit-memorandum-of-understanding-D14020","https://templates.business-in-a-box.com/imgs/250px/14020.png",{"label":53,"url":54,"thumb":55,"extension":10},"Information Memorandum","/template/information-memorandum-D13519","https://templates.business-in-a-box.com/imgs/250px/13519.png",{"label":57,"url":58,"thumb":59,"extension":10},"Memorandum of Cooperation","/template/memorandum-of-cooperation-D12547","https://templates.business-in-a-box.com/imgs/250px/12547.png",{"label":61,"url":62,"thumb":63,"extension":10},"Memorandum on Sales Seminar","/template/memorandum-on-sales-seminar-D1418","https://templates.business-in-a-box.com/imgs/250px/1418.png",{"label":65,"url":66,"thumb":67,"extension":10},"Private Placement Memorandum","/template/private-placement-memorandum-D1015","https://templates.business-in-a-box.com/imgs/250px/1015.png",{"label":69,"url":70,"thumb":71,"extension":10},"Articles of Association Long Form","/template/articles-of-association-long-form-D997","https://templates.business-in-a-box.com/imgs/250px/997.png",{"label":73,"url":74,"thumb":75,"extension":10},"Offering Memorandum Limited Partnership","/template/offering-memorandum-limited-partnership-D1012","https://templates.business-in-a-box.com/imgs/250px/1012.png",{"label":77,"url":78,"thumb":79,"extension":10},"Policy Letter on Vehicle Expense Reimbursement","/template/policy-letter-on-vehicle-expense-reimbursement-D723","https://templates.business-in-a-box.com/imgs/250px/723.png",{"label":81,"url":82,"thumb":83,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":18,"url":95},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":113},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":107,"description":6},"partnership agreement",[109,110],{"label":18,"url":95},{"label":111,"url":112},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":126,"url":127},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[124,125],{"label":18,"url":95},{"label":18,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":9,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":142},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":136,"description":6},"non disclosure agreement nda",[138,139],{"label":18,"url":95},{"label":140,"url":141},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":144,"descriptionCustom":6,"label":145,"pages":117,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":159},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":150,"description":6},"employment agreement_at will employee",[152,155,158],{"label":153,"url":154},"Human Resources","human-resources",{"label":156,"url":157},"Hire an Employee","hire-employee",{"label":18,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":173,"url":174},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[170],{"label":171,"url":172},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":177,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":250,"clauses":283,"how_to_fill":328,"common_mistakes":369,"faqs":394,"industries":422,"comparisons":447,"diy_vs_lawyer":462,"jurisdictions":475,"educational_modules":496,"related_template_ids_curated":500,"schema":511,"classification":512},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Memorandum of Association Template (Free Word)","Free Memorandum of Association template for company incorporation. Download customizable document now. Used in 190+ countries. Free Word and PDF download.","memorandum of association template",[182,183,184,185,186,187,188,189],"memorandum of association template word","memorandum of association free download","memorandum of association uk template","memorandum of association india","company memorandum of association","memorandum of association incorporation document","moa template","articles and memorandum of association template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-01",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":175},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Memorandum of Association (MoA) is a foundational constitutional document filed at the time of company incorporation that establishes the company's legal existence and defines the outer limits of its authorised activities. This free Word download gives you a structured, jurisdiction-ready starting point you can edit online and export as PDF for submission to a Companies Registry or Registrar of Companies.\n","You need it when incorporating a new private limited company, public company, or guarantee company in the UK, India, or any Commonwealth jurisdiction that requires statutory formation documents. It must be signed by all initial subscribers before registration is submitted.\n","Company name clause, registered office clause, objects clause defining authorised business activities, liability clause, share capital and authorised capital clause, and a subscriber page listing each founding member with their signature and shareholding details.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Startup founders","Incorporating a new private limited company in the UK or India","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate lawyers and company secretaries","Preparing statutory formation documents for client incorporations","persona-corporate-lawyer",{"title":211,"use_case":212,"icon_asset_id":213},"Small business owners","Formalising a business structure to access banking and contracts","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Entrepreneurs in Commonwealth jurisdictions","Meeting mandatory filing requirements at a national Companies Registry","persona-international-employer",{"title":219,"use_case":220,"icon_asset_id":221},"Joint venture partners","Establishing a new jointly-owned company with defined authorised objects","persona-operations-director",{"title":223,"use_case":224,"icon_asset_id":225},"Nonprofit and guarantee company founders","Incorporating a company limited by guarantee with a charitable objects clause","persona-nonprofit-exec",[227,231,234,237,240,243,246],{"situation":228,"recommended_template":229,"slug":230},"Incorporating a private company limited by shares in the UK","Memorandum of Association (UK Private Limited)","memorandum-of-association-D12701",{"situation":232,"recommended_template":233,"slug":230},"Incorporating a private limited company in India under the Companies Act 2013","Memorandum of Association (India)",{"situation":235,"recommended_template":236,"slug":230},"Incorporating a company limited by guarantee (nonprofit or professional association)","Memorandum of Association (Company Limited by Guarantee)",{"situation":238,"recommended_template":45,"slug":239},"Setting out full internal governance rules in addition to the MoA","articles-of-association-D996",{"situation":241,"recommended_template":101,"slug":242},"Forming a partnership rather than a registered company","partnership-agreement-D12551",{"situation":244,"recommended_template":116,"slug":245},"Establishing a joint venture company between two existing entities","joint-venture-agreement-D889",{"situation":247,"recommended_template":248,"slug":249},"Updating the objects clause after incorporation","Special Resolution (Amendment of MoA)","board-resolution-approving-amendment-to-general-by-laws-D36",[251,254,257,260,263,266,269,272,275,277,280],{"term":252,"definition":253},"Memorandum of Association","A statutory constitutional document filed at incorporation that defines the company's name, registered office, authorised objects, liability structure, and share capital.",{"term":255,"definition":256},"Objects Clause","The section of the MoA that defines the scope of activities the company is legally authorised to carry out — activities outside this scope are said to be ultra vires.",{"term":258,"definition":259},"Ultra Vires","Latin for 'beyond the powers' — describes any act or contract entered into by a company that falls outside the scope permitted by its objects clause.",{"term":261,"definition":262},"Subscriber","A founding member who signs the MoA and agrees to take at least one share in the company at the time of incorporation.",{"term":264,"definition":265},"Authorised Share Capital","The maximum value of shares a company is permitted to issue, as stated in the MoA — individual shares may not be issued beyond this ceiling without amending the document.",{"term":267,"definition":268},"Company Limited by Shares","A company structure in which each member's liability is capped at the unpaid amount on their shares — the most common form for trading companies.",{"term":270,"definition":271},"Company Limited by Guarantee","A company structure in which members guarantee to contribute a fixed amount on winding up, typically used for nonprofits, charities, and professional associations.",{"term":273,"definition":274},"Registered Office","The official legal address of the company, registered with the Companies Registry, where statutory notices and legal correspondence are validly served.",{"term":45,"definition":276},"A separate constitutional document that governs the internal management and governance of the company — the MoA defines what the company can do; the Articles govern how it is run.",{"term":278,"definition":279},"Special Resolution","A formal vote by at least 75% of shareholders (or the proportion set by statute) required to amend the MoA or Articles of Association.",{"term":281,"definition":282},"Paid-Up Capital","The portion of authorised share capital that has actually been issued to shareholders and paid for, as opposed to capital that remains unissued.",[284,289,294,298,303,308,313,318,323],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Company Name Clause","States the full registered legal name of the company exactly as it will appear on the certificate of incorporation and all official documents.","The name of the Company is [COMPANY FULL LEGAL NAME] Limited.","Using a trading name or abbreviated name instead of the full registered name. Any discrepancy between the MoA and the incorporation application causes the Registrar to reject the filing.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Registered Office Clause","Identifies the country and, where required, the jurisdiction within the country where the registered office is situated, establishing where service of legal process is valid.","The registered office of the Company is to be situated in [ENGLAND AND WALES / SCOTLAND / WALES / INDIA — STATE NAME].","Stating a full street address in this clause rather than simply the jurisdiction. The full address is filed separately with the Registrar; including it here creates an amendment obligation every time the address changes.",{"name":255,"plain_english":295,"sample_language":296,"common_mistake":297},"Defines the purposes and activities the company is authorised to carry out — the legal boundary of the company's capacity to enter contracts and conduct business.","The objects of the Company are to carry on business as a general commercial company and to do all such other things as are incidental or conducive to the attainment of the foregoing object, including [SPECIFIC BUSINESS ACTIVITIES].","Drafting a narrow objects clause that omits ancillary activities. If the company later enters a contract outside the stated objects, that contract may be ultra vires and unenforceable in certain jurisdictions.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Liability Clause","Declares the nature and limit of each member's liability — either limited to unpaid share capital, limited by guarantee to a fixed amount, or unlimited.","The liability of the members of the Company is limited to the amount, if any, unpaid on the shares respectively held by them. [OR] Each member of the Company undertakes to contribute to the assets of the Company in the event of it being wound up, not exceeding [AMOUNT].","Omitting this clause or using the wrong liability type for the chosen company structure — a guarantee company using share-liability language will be rejected by the Registrar.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Share Capital Clause","States the total authorised share capital of the company, the number of shares it is divided into, and the nominal (par) value of each share.","The share capital of the Company is [CURRENCY][AMOUNT], divided into [NUMBER] shares of [CURRENCY][NOMINAL VALUE] each.","Setting authorised capital too low at incorporation. Increasing authorised capital later requires a special resolution and a fee — founders who anticipate raising investment or issuing options should set a sufficiently high ceiling from the start.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Subscriber Details and Undertaking","Lists each founding subscriber with their full name and address, the number of shares each agrees to take, and provides a space for each to sign and date the document in the presence of a witness.","We, the subscribers to this Memorandum of Association, wish to form a company pursuant to this Memorandum, and we agree to take the number of shares shown opposite our respective names. [SUBSCRIBER FULL NAME], [ADDRESS] — [NUMBER] share(s). Signed: ________ Date: [DATE] Witnessed by: [WITNESS NAME], [WITNESS ADDRESS].","Having fewer than two subscribers sign the MoA when the statute requires a minimum — or having the subscriber sign without a witness. An unwitnessed signature is grounds for rejection in most Commonwealth Registries.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Association Clause","A declaration by each subscriber that they desire to be formed into a company and agree to be bound by the MoA and Articles of Association.","We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set out opposite our respective names.","Omitting the association clause under the assumption it is covered by the subscriber signatures. In India (Companies Act 2013) and several other jurisdictions, this is a mandatory standalone declaration.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Alteration and Amendment Clause","States the conditions under which the MoA may be altered — typically requiring a special resolution of shareholders and, for certain amendments, approval of the relevant court or Registrar.","This Memorandum may be altered in the manner and to the extent permitted by the applicable companies legislation from time to time in force, including by special resolution passed by not less than [75]% of votes cast.","Specifying a higher threshold for amendment than the statutory minimum without realising it — a self-imposed 90% requirement can make it practically impossible to amend the objects clause if shareholders later disagree.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Governing Law and Jurisdiction Clause","Confirms the legal system and Companies Act under which the company is incorporated and to which it remains subject.","This Memorandum of Association is drawn up in accordance with the [Companies Act 2006 / Companies Act 2013 / applicable legislation] of [JURISDICTION] and all provisions thereof shall be interpreted in accordance with the laws of [JURISDICTION].","Using a generic governing-law clause copied from a commercial contract rather than citing the specific Companies Act applicable to the jurisdiction of incorporation — the Registrar may reject a document that references the wrong statute.",[329,334,339,344,349,354,359,364],{"step":330,"title":331,"description":332,"tip":333},1,"Confirm the jurisdiction of incorporation","Before filling in any clause, confirm which country and sub-jurisdiction the company will be registered in — England and Wales, Scotland, Wales, an Indian state, or another Commonwealth jurisdiction. The required clauses, their mandatory content, and the applicable Companies Act differ materially between jurisdictions.","The UK's Companies House and India's Ministry of Corporate Affairs both publish the prescribed MoA format for each company type — match the template to the official form for your jurisdiction.",{"step":335,"title":336,"description":337,"tip":338},2,"Choose and confirm the registered company name","Search the Companies Registry to confirm the proposed name is available and does not conflict with an existing company, trademark, or restricted word. Enter the full legal name — including 'Limited', 'Ltd', 'Private Limited', or 'Pvt Ltd' as required — exactly as it will appear on the incorporation certificate.","Run the name check on the official registry portal the same day you file — availability can change within hours in active filing periods.",{"step":340,"title":341,"description":342,"tip":343},3,"State the registered office jurisdiction","Enter the country or sub-jurisdiction only — not a street address. In the UK, specify England and Wales, Scotland, or Wales. In India, specify the state of incorporation. The full registered office address is filed separately with the Registrar.","The jurisdiction stated here determines which court has supervisory jurisdiction over the company for its entire existence — it cannot be changed without a court order in many systems.",{"step":345,"title":346,"description":347,"tip":348},4,"Draft the objects clause","Write a clear statement of the company's principal business activities. For most trading companies, include a general commercial objects clause as the primary object, followed by specific ancillary activities. For nonprofit or guarantee companies, state the charitable or membership objects precisely.","For UK companies incorporated after 1 October 2009, the Companies Act 2006 implies unrestricted objects unless the MoA expressly restricts them — a general commercial clause is still best practice to avoid any ambiguity.",{"step":350,"title":351,"description":352,"tip":353},5,"Select the liability type and complete the liability clause","Choose 'limited by shares' for standard trading companies, 'limited by guarantee' for nonprofits and associations, or 'unlimited' for certain professional structures. Enter the exact guarantee amount if limited by guarantee.","Mismatching the liability type with the company type selected in the incorporation application is the most common cause of Registrar rejection — double-check both documents before filing.",{"step":355,"title":356,"description":357,"tip":358},6,"Set the authorised share capital and nominal value","Enter the total authorised capital amount, the number of shares, and the nominal value per share. A common starting structure is 100 shares at £1.00 or INR 10 each. For companies anticipating investment, consider setting authorised capital at 10,000 or more shares to allow future issuances without amendment.","The nominal value of shares is not the same as their market value — £1 nominal shares can be issued at any price above £1; the premium over nominal value goes into a share premium account.",{"step":360,"title":361,"description":362,"tip":363},7,"Complete the subscriber table and obtain witnessed signatures","List each founding subscriber's full legal name, residential or registered address, and the number of shares they are taking. Each subscriber must sign in the presence of a witness, who must also sign and provide their name and address.","Each subscriber must take at least one share. If any subscriber is a corporate entity rather than an individual, an authorised signatory must sign on the entity's behalf and state their capacity.",{"step":365,"title":366,"description":367,"tip":368},8,"Date the document and attach it to the Articles of Association","Enter the execution date after all signatures are in place. File the MoA together with the Articles of Association, the incorporation form (IN01 in the UK, SPICe+ in India), and any required registration fee.","In the UK, Companies House accepts electronic incorporation through their online portal — the MoA and Articles are generated automatically when you file online; this template is most useful for reviewing, customising, or filing offline.",[370,374,378,382,386,390],{"mistake":371,"why_it_matters":372,"fix":373},"Using the wrong MoA form for the company type","A private company's MoA differs structurally from a public company's, and a guarantee company's differs from both. Filing the wrong form causes the Registrar to reject the application, delaying incorporation and potentially triggering late-filing penalties if tied to a contractual deadline.","Identify the company type (private limited by shares, public limited, limited by guarantee, unlimited) before selecting the template, and match it to the prescribed statutory form for your jurisdiction.",{"mistake":375,"why_it_matters":376,"fix":377},"Drafting an overly narrow objects clause","A clause that lists only one specific trade or product can render contracts for ancillary services — leasing office space, opening a bank account, or hiring staff — technically ultra vires in jurisdictions that still apply the doctrine strictly, such as India.","Include a general commercial objects clause as the primary object, followed by specific activities, and conclude with a catch-all authorising anything incidental or conducive to the main objects.",{"mistake":379,"why_it_matters":380,"fix":381},"Setting authorised share capital too low at incorporation","Increasing authorised capital after incorporation requires a special resolution, a board meeting, a Registrar filing, and in some jurisdictions a stamp duty payment — adding cost and delay at precisely the moment when speed matters most, such as during a funding round.","At incorporation, set authorised capital at a level that accommodates at least two rounds of equity issuance and an employee option pool — 10,000 shares is a common minimum for companies anticipating investment.",{"mistake":383,"why_it_matters":384,"fix":385},"Subscriber signatures not properly witnessed","An unwitnessed or incorrectly witnessed subscriber signature is grounds for outright rejection by the Companies Registry in most Commonwealth jurisdictions. There is no cure other than re-execution — which may not be possible if a subscriber is abroad or has since withdrawn.","Arrange for each subscriber to sign in the physical presence of a witness who is not also a subscriber, and have the witness enter their full name and address on the document at the time of signing.",{"mistake":387,"why_it_matters":388,"fix":389},"Filing the MoA without the accompanying Articles of Association","The MoA and Articles of Association are co-dependent constitutional documents — registries require both to be filed simultaneously. A standalone MoA filing will be rejected, and resubmission resets the incorporation timeline.","Prepare both documents in parallel and submit them together with the incorporation application form and the applicable registration fee.",{"mistake":391,"why_it_matters":392,"fix":393},"Copying a MoA clause from a different jurisdiction","A UK Companies Act 2006 MoA references different statutory provisions, uses different prescribed language, and follows a different structure than an Indian Companies Act 2013 MoA. Filing a document with the wrong statutory references will be flagged immediately by the Registrar.","Always start from the prescribed form published by the relevant Companies Registry for your specific jurisdiction and company type, and use this template as a structural guide rather than a verbatim filing document.",[395,398,401,404,407,410,413,416,419],{"question":396,"answer":397},"What is a Memorandum of Association?","A Memorandum of Association is a foundational statutory document filed at the time of company incorporation that establishes the company's legal existence and defines the outer limits of its authorised activities. It typically states the company's name, registered office jurisdiction, objects (authorised business purposes), liability type, share capital, and the details of each founding subscriber. In Commonwealth jurisdictions such as the UK, India, Australia, and Canada, it is a mandatory filing document required before a certificate of incorporation can be issued.\n",{"question":399,"answer":400},"Is a Memorandum of Association required in the United States?","No. The US does not use a Memorandum of Association. US corporations file Articles of Incorporation (or a Certificate of Incorporation) with the relevant state's Secretary of State, and LLCs file Articles of Organisation. The MoA is a Commonwealth concept — it is primarily relevant for incorporations in the UK, India, Canada, Australia, Singapore, Hong Kong, Nigeria, Kenya, and other jurisdictions that follow English company law traditions.\n",{"question":402,"answer":403},"What is the difference between a Memorandum of Association and Articles of Association?","The Memorandum of Association defines what the company is and what it is authorised to do — its name, objects, liability structure, and share capital. The Articles of Association govern how the company is internally managed — board composition, shareholder meetings, voting rights, dividend policy, and transfer of shares. Both are constitutional documents filed at incorporation; the MoA establishes the company's external legal capacity, while the Articles govern its internal operations.\n",{"question":405,"answer":406},"Can a Memorandum of Association be amended after incorporation?","Yes, but the process is strictly regulated. In most jurisdictions, amending the MoA requires a special resolution passed by at least 75% of voting shareholders, followed by a filing with the Companies Registry. Certain amendments — particularly changes to the objects clause or liability type — may also require court approval or Registrar consent. In the UK, the Companies Act 2006 significantly simplified the process; in India, the Companies Act 2013 requires National Company Law Tribunal approval for changes to the registered office across states.\n",{"question":408,"answer":409},"How many subscribers does a Memorandum of Association require?","In the UK, a minimum of one subscriber is sufficient for a private company under the Companies Act 2006. In India, a private limited company requires at least two subscribers, and a public limited company requires at least seven. Other Commonwealth jurisdictions vary — check the minimum subscriber requirement for your specific jurisdiction and company type before preparing the subscriber page.\n",{"question":411,"answer":412},"What is the objects clause and how broad should it be?","The objects clause defines the scope of activities the company is authorised to carry out. In the UK, Companies Act 2006 implies unrestricted objects for companies incorporated after 1 October 2009 unless the MoA expressly restricts them. In India and many other Commonwealth jurisdictions, the objects clause is still a substantive limitation on the company's capacity. A general commercial objects clause — 'to carry on business as a general commercial company' — supplemented by specific activities and a catch-all for incidental purposes is the recommended approach for most trading companies.\n",{"question":414,"answer":415},"What happens if a company acts outside its objects clause?","Any act outside the objects clause is said to be ultra vires — 'beyond the powers' of the company. In jurisdictions that still apply the ultra vires doctrine strictly (notably India), an ultra vires contract may be void and unenforceable against the company. In the UK, the Companies Act 2006 protects third parties dealing with the company in good faith, so most contracts remain enforceable — but directors may face personal liability for authorising ultra vires acts. A broadly drafted objects clause eliminates this risk.\n",{"question":417,"answer":418},"Does the Memorandum of Association need to be notarised?","Notarisation is not generally required for domestic incorporations in the UK or India — witnessed signatures by the subscribers are sufficient. However, if a subscriber is signing outside the jurisdiction of incorporation, or if a copy of the MoA is being used for a foreign registration or apostille process, notarisation or apostille certification may be required. Always check the specific requirements of the relevant Companies Registry and, if applicable, the foreign jurisdiction's requirements for recognising the document.\n",{"question":420,"answer":421},"Do I need a lawyer to prepare a Memorandum of Association?","For a straightforward private limited company incorporation with a general commercial objects clause, a high-quality template is often sufficient when reviewed carefully against the jurisdiction's prescribed form. Engaging a company secretary or solicitor is advisable when the objects clause needs precise drafting for a regulated industry, when a guarantee company or public company structure is used, when multiple jurisdictions are involved, or when the subscriber arrangements are complex. A professional review of the draft typically costs £200–£800 in the UK or INR 5,000–25,000 in India and is worthwhile for any company expected to raise investment or operate in a regulated sector.\n",[423,427,431,435,439,443],{"industry":424,"icon_asset_id":425,"specifics":426},"Technology / SaaS","industry-saas","Objects clause must cover software development, data processing, and licensing activities to avoid ultra vires arguments when entering SaaS subscription or IP licensing contracts.",{"industry":428,"icon_asset_id":429,"specifics":430},"Financial Services","industry-fintech","Regulated financial activities — lending, payment processing, investment management — must be explicitly stated in the objects clause to satisfy both the Companies Registry and the financial regulator at licensing stage.",{"industry":432,"icon_asset_id":433,"specifics":434},"Healthcare / MedTech","industry-healthtech","Objects clause should cover manufacture, distribution, and provision of medical devices or healthcare services; subscriber details scrutinised by healthcare regulators during operator registration.",{"industry":436,"icon_asset_id":437,"specifics":438},"Nonprofit / Social Enterprise","industry-nonprofit","A company limited by guarantee uses the MoA to state charitable or community objects that must align precisely with the objects required by the Charity Commission or equivalent regulator for charitable status.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing","industry-manufacturing","Authorised capital and share capital structure in the MoA determines stamp duty on incorporation in India — higher capital attracts higher registration fees, so founders balance future flexibility against upfront cost.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services","industry-professional-services","For professional firms (law, accountancy, architecture), objects clause must align with the permitted scope of activities under the relevant professional licensing body to avoid regulatory challenge.",[448,451,454,458],{"vs":45,"vs_template_id":449,"summary":450},"D{ARTICLES_OF_ASSOCIATION_ID}","The Memorandum of Association defines the company's external legal identity — its name, objects, and authorised capital — while the Articles of Association govern its internal management: board structure, voting rights, and dividend procedures. Both are constitutional documents filed at the same time, but they serve distinct functions. You need both to incorporate; neither alone is sufficient.",{"vs":101,"vs_template_id":452,"summary":453},"partnership-agreement-D171","A Memorandum of Association is filed with a government Registrar to create a company with separate legal personality and limited liability. A Partnership Agreement is a private contract between individuals who carry on business together without creating a separate legal entity. Partners remain personally liable for partnership debts; shareholders in a limited company do not.",{"vs":455,"vs_template_id":456,"summary":457},"Shareholder Agreement","shareholder-agreement-D170","The MoA is a public constitutional document filed at the Companies Registry that establishes the company's existence and authorised scope. A Shareholder Agreement is a private contract between shareholders governing their rights, obligations, and relationships — drag-along rights, pre-emption, and dispute resolution. The MoA is compulsory and public; the Shareholder Agreement is optional and confidential.",{"vs":459,"vs_template_id":460,"summary":461},"Certificate of Incorporation","D{CERTIFICATE_OF_INCORPORATION_ID}","The Memorandum of Association is the document you prepare and submit to the Registrar. The Certificate of Incorporation is the official document the Registrar issues to confirm that the company has been successfully registered and now exists as a legal entity. You draft and sign the MoA; the Registrar issues the Certificate as a consequence of accepting it.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Founders incorporating a standard private limited company in the UK or India with a general commercial objects clause","Free","1–2 hours to complete, same-day filing possible online",{"best_for":468,"cost":469,"time":470},"Companies in regulated industries, guarantee companies, or incorporations with complex subscriber arrangements or multiple share classes","£200–£800 (UK solicitor or company secretary); INR 5,000–25,000 (Indian company secretary)","2–5 business days",{"best_for":472,"cost":473,"time":474},"Public companies, cross-border holding structures, joint ventures with institutional partners, or incorporations in multiple Commonwealth jurisdictions simultaneously","£1,500–£5,000+ (UK corporate solicitor); INR 25,000–100,000+ (Indian corporate law firm)","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","The Memorandum of Association has no direct US equivalent. US corporations file Articles of Incorporation (or a Certificate of Incorporation) with the relevant state's Secretary of State; LLCs file Articles of Organisation. If you are incorporating a US entity, use the applicable state's Articles template rather than this document. This MoA template is relevant for US-based founders incorporating a subsidiary in the UK, India, or another Commonwealth jurisdiction.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canada replaced the traditional MoA structure with Articles of Incorporation under the Canada Business Corporations Act (CBCA) for federal corporations and under provincial statutes for provincial companies. However, companies incorporated in Canada's older Letters Patent provinces — notably Nova Scotia and British Columbia under earlier acts — may still have MoA-style documents on file. For current Canadian incorporations, use Articles of Incorporation rather than this template.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","The UK's Companies Act 2006 significantly simplified the MoA — post-2009 UK MoAs are short, prescribed-form documents stating only the subscribers' intention to form a company and take shares. The detailed objects and capital provisions moved to the Articles of Association. Companies House provides a standard MoA form (available in the IN01 filing package); this template covers the full traditional structure useful for review, jurisdictions that still require it in full, or pre-2006 company amendments.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU member states do not use the Commonwealth MoA concept. Equivalent constitutional documents vary by country: France uses Statuts, Germany uses a Gesellschaftsvertrag, and the Netherlands uses an Akte van Oprichting. The EU Directive on company law harmonises certain disclosure requirements, but the form and content of constitutional documents remain national law matters. Use jurisdiction-specific local counsel for incorporations within EU member states.",[497,498,499],"company-incorporation-checklist","memorandum-vs-articles-of-association-explained","ultra-vires-doctrine-and-objects-clauses",[501,242,245,502,503,504,505,506,507,508,509,510],"adhesion-to-the-unanimous-shareholder-agreement-D848","non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","independent-contractor-agreement-D160","board-resolution-D78","business-plan-canvas-(one-page)-D12527","llc-operating-agreement-D5209","corporate-governance-policy-D13943","share-subscription-agreement-private-long-form-D343","founders-agreement-D12653",{"emit_article":194,"emit_faq_page":194,"emit_how_to":194,"emit_defined_term":194,"emit_breadcrumb_list":194,"emit_software_application":175},{"primary_folder":95,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"incorporation-and-bylaws","agreement","general","startup",[518,519,520,521,522],"incorporation","governance","legal","memorandum-of-association","company-formation",0.95,"\u003Ch2>What is a Memorandum of Association?\u003C/h2>\n\u003Cp>A \u003Cstrong>Memorandum of Association (MoA)\u003C/strong> is a foundational statutory document submitted to a Companies Registry or Registrar of Companies at the time of incorporation to establish a company's legal existence. It records the company's name, the jurisdiction of its registered office, the scope of its authorised activities through an objects clause, the nature of its members' liability, and its authorised share capital — along with the names and signatures of the founding subscribers who agree to take shares and form the company. In the UK, India, and most Commonwealth jurisdictions, a valid MoA is a mandatory prerequisite for receiving a certificate of incorporation; no company can legally exist without one on file.\u003C/p>\n\u003Cp>The MoA functions as the company's external constitutional document — it tells the world what the company is and what it is authorised to do. This distinguishes it from the Articles of Association, which govern how the company is internally managed. Together, the two documents form the complete constitutional foundation of any Commonwealth company.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted and filed Memorandum of Association, a company simply cannot be incorporated in the UK, India, or any other Commonwealth jurisdiction that requires it — there is no workaround and no grace period. An incomplete or incorrectly structured MoA will be rejected by the Companies Registry, delaying incorporation and potentially breaching contractual deadlines for business partners, landlords, or investors who are waiting on a registered entity before proceeding. Beyond the filing requirement, a poorly drafted objects clause can render contracts entered into outside those objects unenforceable in India and other jurisdictions where the ultra vires doctrine still applies with full force — exposing the company to voided agreements and directors to personal liability. Setting authorised share capital too low at inception creates an avoidable amendment process at precisely the moment a funding round demands speed. This template gives you the complete structure to get incorporation right the first time, with sample language and guidance on the most common Registrar rejection points built in at every clause.\u003C/p>\n",1781185943543]