Initial and relevant obligations
Memorandum of Association
The memorandum of association is the document on the basis of which a company is incorporated. It sets out the objects and confirms the commitment of its members to its incorporation.
A company which is not set up for specific objects, can register as a commercial company of general objects. Such company, constitutes a private company with share capital whose activities are comprised of activities with which general commercial companies are engaged with and, which do not require any kind of license from an authorised body or regulatory authority in order to provide their services and/or products.
The company’s memorandum of association contains at least the following:
- its name;
- its objectives;
- a statement that the liability of its members is limited;
- the amount of share capital (provided that a company has a share capital) with which the company intends to register and its division in shares; and
- the persons who set up the company, their signature and, given that a company has a share capital, the number of shares they receive stated opposite their names. The memorandum of association is also signed by a witness who confirms the signature of the persons who set up the company and by the lawyer who prepared the memorandum of association.
In the case of a variable capital investment company (VCIC), the memorandum of association, in relation to the share capital, requires at a minimum the following:
- that the issued share capital of VCIC, at any given time, is equal to the net asset value of the company, following the removal of its obligations,
- that the share capital of VCIC is subdivided to a number of shares without nominal value, since their nominal value is variable, and
- that the shares of VCIC are redeemable by itself, upon request of its members, directly or indirectly, from its assets.
At the same time, the Memorandum of Association Model of general objects is provided, which can be adopted in case a private company with shares is incorporated, stating in its memorandum that the company shall carry out activities as a commercial company of general objects.
Articles of Association
The company’s articles of association is the document that sets out the regulations for the company’s operation. The said document secures the smooth functioning of the business setting out, amongst others, the means for decision-making as well as relevant provisions regarding the share capital.
A limited liability private or public company with shares may adopt the regulations contained in Table A of the First Schedule of the Companies Law as its articles of association or choose to adopt part of these regulations. In the first case, it shall submit a document stating which regulations are to be adopted by the company.
In case you wish to secure a certified copy of the memorandum and articles of association in a foreign language, you must create at the Registrar of companies a file of translations of the company, providing at the same time a certified translation of the aforementioned documents in the foreign language.
The memorandum and articles of association are submitted to the Registrar of Companies at the same time as the submission of the application for the incorporation of a company. Following the incorporation of a company, any amendments regarding the memorandum and articles of association are notified to the Registrar of Companies. For further information, visit the page Amending Memorandum & Articles of Association.