Person as subscriber to memorandum of association meaning

Describes the individual or entity that signs the memorandum of association on incorporation, thereby agreeing to form the company and to become its first member (and, for a company limited by shares, to take at least one share). The Companies Act 2006 (UK) and Companies Act 2014 (Ireland) use this framework; the term is descriptive, drawn from statute and practice. ‘Person’ in this context generally covers natural persons and bodies corporate (UK or overseas companies and other corporate entities). In Scotland, a partnership has separate legal personality and may subscribe in the firm name; in England & Wales, Northern Ireland and Ireland, unincorporated partnerships would normally subscribe through named partners or a corporate nominee. Minors are not excluded by statute, but capacity issues mean a minor’s subscription is commonly only for fully paid shares, by a trustee/guardian, or restricted by the articles. Subscribers’ details appear on the filed memorandum and they become members automatically on registration (UK: ss 16, 112 CA 2006; Ireland: Companies Act 2014). The memorandum then serves as a historical record; the articles govern the company. The concept is used for companies limited by shares or by guarantee, and unlimited companies.