Memorandum of association meaning

In this issue: Property (Digital Assets etc) Act 2025 Lending Aviation finance Shipping finance Real estate property Sustainable finance Derivatives Regulation for derivatives Regulation for banking lawyers New and updated content Useful information Property (Digital Assets etc) Act 2025 Property (Digital Assets etc) Act 2025 comes into force The Act clarifies which things can be recognised as objects of personal property rights, ensuring they are not excluded from such treatment. It took effect on 2 December 2025. Source: Property (Digital Assets etc) Act 2025. Lending LMA publishes note clarifying deed requirements and intercreditor documentation The Loan Market Association (LMA) has assessed the impact of obiter observations in Macdonald Hotels v Bank of Scotland [2025] EWHC 32 (Comm), which raised doubt over whether a particular testimonium clause—akin to those in the LMA’s recommended intercreditor agreements—sufficiently demonstrates, on the face of the document, an intention for it to take effect as...

In this edition: Institutional and ad hoc arbitration International Arbitration Further arbitration and ADR-related news and developments News alerts issued daily and weekly Updated and new content Useful information Institutional and ad hoc arbitration AAA—AI-led arbitration rules for two-party disputes introducedThe American Arbitration Association (AAA) has unveiled AI‑Led Arbitration Rules, creating a hybrid approach where an AI arbitrator issues preliminary determinations that human arbitrators review and finalise. These rules cover two‑party disputes managed via AAA’s Digital Dispute Resolution Centre platform, with filing fees of US$2,500 per claim or counterclaim and a ten business‑day timetable per stage. See: LNB News 24/11/2025 47. SIAC—MoU with Chongqing Arbitration Commission signedThe Singapore International Arbitration Centre (SIAC) and the Chongqing Arbitration Commission (CQAC) have entered into a Memorandum of Understanding (MoU) to champion international arbitration as the preferred route for resolving cross‑border disputes. Under the MoU, SIAC and CQAC will work together to organise conferences, seminars, training programmes, workshops and...

In this issue: Monthly cases round-up Sustainable finance and ESG round-up Aviation finance Sustainable finance Derivatives Regulation for banking lawyers Sanctions Daily and weekly news alerts Useful information Monthly cases round-up We will not be issuing a cases round-up for April, as we have not reported on any significant decisions of interest to Banking & Finance lawyers during the month. Sustainable finance and ESG round-up Sustainable finance and ESG monthly round–up—30 April 2025 This month’s Sustainable finance and ESG round-up from the Finance Group features: (1) the International Financial Reporting Standards (IFRS) Foundation and the Taskforce on Nature-related Financial Disclosures entering a Memorandum of Understanding to strengthen nature-related disclosures across capital markets, (2) the IFRS Foundation announcing the International Sustainability Standards Board’s (ISSB) proposed updates to IFRS S2 on greenhouse gas emissions reporting and (3) the Loan Market Association (LMA) issuing refreshed principles for green, social and sustainability-linked loans. For further details...

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

What is a company's constitution? This Practice Note sets out what is meant by a company’s constitution in detail. It focuses on the core element of that constitution: the articles of association. It reviews the statutory definition under the Companies Act 2006, outlines the character of the articles and distils the typical provisions found in a company’s articles. The Practice Note also addresses entrenched terms within the articles and the importance of the memorandum of association...

This Practice Note offers an overview of the key legal and practical elements concerning a company’s constitution, and points to related commentary and precedents. What is a company’s constitution? Under section 17 of the Companies Act 2006 (CA 2006), a company’s constitution comprises: the company’s articles of association, and any resolutions and agreements impacting the constitution (see What are ‘resolutions and agreements’ affecting a company’s constitution? below) The CA 2006 definition is not exhaustive and, per sections 29–32, also encompasses other constitutional documents, including: the certificate of incorporation and any certificate on a change of name a current statement of capital (or, for a company limited by guarantee, a statement of guarantee) any court orders or enactments that modify the constitution or approve a compromise, arrangement, reconstruction or amalgamation Before 1 October 2009, the memorandum of association formed a core element of the constitution, but CA 2006 significantly curtailed its constitutional role (see...

COMMONHOLD AND LEASEHOLD REFORM ACT 2002 NOTICE OF INVITATION TO PARTICIPATE IN RIGHT TO MANAGE To [ name and address ] (See Note 1 below) [ name of RTM company ] (“the company”), a private company limited by guarantee with its registered office at [ address of registered office ] and registration number [ number under Companies Act 2006 ], is empowered by its memorandum of association to obtain and exercise the right to manage [ name of premises to which notice relates ] (“the premises”). The company plans to assume the right to manage the premises. [ Either the company’s articles of association are enclosed with this notice; or the company’s articles may be inspected at [ address for inspection ] between [ specify times ]. (See Note 2 below) During the seven days beginning with the day after this notice is served, a copy of the articles may be ordered from [ specify address ] on payment of £[ specify fee ]. (See...

Form of notice of exercise The Company Secretary [ insert date ] [ insert name of company that granted the option ] ( Company ) [ [ insert address of company that granted the option ] ] From: [ insert name of option holder ] 1 Exercise of the Option With reference to the option awarded to me on [ insert date on which the share option was originally granted ] concerning [ insert class and nominal value of shares under option ] shares in the Company ( Shares ) pursuant to the [ insert name of LTIP under which option was granted ] ( Plan ) ( Option ), I hereby notify you that I am exercising the Option over [ insert number of shares being exercised ] Shares at an exercise price of £[ insert exercise price per share as in the original grant documentation ] per Share ( Option Price ) and request that those Shares...

Special resolution 1 That the articles of association of the Company be varied and updated by removing all of the Company’s objects which, by operation of the Companies Act 2006, have, from 1 October 2009, been deemed to be provisions of the Company’s articles of association. OR 2 That the articles of association of the Company be varied by removing all such provisions previously contained in the Company’s memorandum of association prior to 1 October 2009 which, by virtue of the Companies Act 2006, and accordingly, have, since 1 October 2009, been regarded as provisions of the Company’s articles of association, [save for the statement that members’ liability is limited]. ...