The Memorandum of Association of a company is its primary document which sets up its constitution and objects;
The Memorandum must be signed by seven persons in the case of a public company or two persons if it is intended to form a private company. These signatures must be attested by a witness. If the company has a share capital each subscriber to the share capital must write opposite his name the number of shares he takes and he must not take less than one share.
Section 12 of the Companies Act requires that the Articles must be in the English language printed, divided into paragraphs numbered consecutively dated and signed by each subscriber to the Memorandum of Association in the presence of at least one attesting witness.
The Memorandum of Association is the dominant instrument so that if there is any conflict between the provisions in the Memorandum and those in the Articles the Memorandum provisions prevail. However if there is any ambiguity in the Memorandum one may always refer to the Articles for clarification but this does not apply to those provisions which the Companies Act requires to be set out in the Memorandum as for instance the Objects of the Company.The Memorandum confers powers for the company
sharon kalunda answered the question on April 15, 2019 at 05:38
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